Panic
by Jaiime95
Summary: Agent Emily Coulson, has a knack for being nosey. After stumbling across a folder containing top secret information to do with an 'Avengers Initiative' her involvement in S.H.I.E.L.D is suddenly about to change. Set in Movieverse. R&R plz.
1. Prologue

"We're resigning you." Nick Fury said coldly. Phil stood silently behind him, a regretful smile on his face.

"You can't do this to me. S.H.I.E.L.D. is my life!" I protested, "I don't know anything else. I can't do anything else."

Fury paused and scratched the brow above his eye patch.

"Maybe one more chance is in order, but do not fail us again." Fury said, turning and leaving. I walked up to Phil and punched him straight in the arm.

"He was going to kick me out and you stood there and did nothing." I shouted angrily.

"I'm sorry, but I don't want you getting hurt Em, you're my little sister and I have to protect you." Phil apologized. I bit my lip and hugged him.

"It's alright. I can take care of myself, but I appreciate the gesture."

"Agent Coulson!" Fury called from around the corner.

"Yes?" Phil and I replied simultaneously.

My name's Emily Coulson. I'm nineteen years of age and currently one of the youngest agents amongst the Strategic Homeland Intervention, Enforcement and Logistics Division or S.H.I.E.L.D. for short. My brother, Phil, is a big time at the company. Me though, I'm the screw up they wished they'd never hired, or at least that's how I see it. I haven't been working as an agent for very long now (little over a year) and only managed to land a job here because of Phil. Mum and Dad aren't around anymore and it was either this or a life of crime, between you and me, this is a lot cooler than robbing a corner store for a living.

Fury wanted to speak to Phil, so I went back to my quarters to change. My room-mates belongings had been packed up, she'd died on the last mission they sent us on.

We were sent to go spy on a russian official who was making un-accounted trips into the Congo, but instead got ourselves caught, actually I got us caught by sneezing. Turns out the official was money laundering with illegal war lord Tyrone Timall. My friend, Agent Diana Dickson, was murdered when we tried to escape.

Unfortunately, that hasn't been the only major slip up I've had since being here, that's why Fury wanted me out. Actually, quite a few senior agents wanted me gone, but my puppy dog eyes and sad orphan child story worked well.

I jumped in the shower and washed my hair, noticing Diana's vanity was cleared away as well. Didn't take them long. I switched on the television only to find boring re-runs of the Bold and the Beautiful. Ugh.

Walking back outside, I made my way down to Phil's compartment to wait for him. I knew his password so I went straight on in.

Phil's room was almost identical to mine, the only difference was that he had a fluffier quilt than me– a quilt that I regularly 'borrowed'. I flopped down on top of his bed and rested my head in my hands, back on his pillow. After a few minutes of uncomfortable silence I switched my position and put my hands under his pillow. My hands laid not onto the soft bed, but instead cardboard. I sat up and pulled away the pillow to reveal a cardboard folder filled with a stash of notes inside it. On the top it read 'Avengers Initiative'.

"Avengers?" I whispered to myself. Inside sat multiple files on various people, and they weren't quite normal profiles. I took the liberty of pulling out my phone and taking a photo of each page. Just as I put my phone away the door slid open and in walked Phil, startled by my presence.

"Hey Phil!" I said placing all the pages back inside the folder, attempting to discreetly put them back.

"What were you doing looking at that? That's need to know information!" he said snatching the folder away, dropping the contents in the process.

"Sorry, I just found it and got curious... What are you doing? Creating an army or some—," I started as Phil cut me off.

"You can't just go around looking through my stuff. I...I'm going to have to report you to Director Fury. You _can't_ know about this."

"Phil..." I tried to say as my throat cut dry.

"Em. This is beyond me." he apologized after placing everything back inside the folder and leaving.


	2. The Proposal

**Chapter One**

The room was silent and I could feel my heart beating hard in my chest, in fact I could hear it. I couldn't speak. Phil wasn't kidding. I didn't even know what to think. I wasn't angry or sad I was just blank, too stunned for emotion. Too confused to understand. Wondering what would happen to me didn't seem cross my mind.

Phil wasn't betraying me, I knew that. I shouldn't have been snooping. But... I...I don't know. I expected more or him. Deep down he cared, I knew it, but most of the time he was a mindless company man.

I quickly sent the files on my phone out to my home computer and a secured email address. I had a feeling that I would need leverage out of this situation.

Almost silently, I heard someone come back down the hall. Not someone, a group of people. As they got nearer and nearer my heart began to race, until finally the feet stopped and that door fatefully swung open.

Two tall, built agents stood in front of me, with Fury trailing. Phil was nowhere in sight.

"I assume I'm in trouble." I said after what felt like a minute of silence. Fury signaled the two and they began to escort me somewhere. Back through the hallway I noticed that further on up, where my room was, the door was opened and people were walking in and out with my belongings.

"What's going on. Did I blow my final chance?" I asked, directing my comment to the ever silent director.

"No. But as this is a top secret initiative, you will be forced into a secure holding area until the appropriate action can be taken." he replied sternly. This was being taken seriously and I knew that I was in deep shit.

"Are you going to wipe my memory or something?" I said joking, trying to lighten up the mood as we went deeper and deeper into headquarters.

"It's a possibility." Fury said un-nervingly. I gulped, it was supposed to be a joke...

We had been walking for a solid ten minutes before I realized I had no idea where we were. We were in a section of base that I had never been permitted to enter. We turned a corner and Fury put in a password and the machine scanned his eyes and asked him to speak before we could enter the next section.

"You're relieved men." he said dismissing my 'escorts'.

The doors slid open and Fury gestured for me to enter first.

"How much did you read about the tesseract?" he asked wryly as we walked into a large tech'd out room.

"Not too much, to be honest. I was more interested in the people with superpowers thing." I said straightly, "Some box with power."

Fury chuckled a bit, "And we were worried you were an enemy spy."

My mouth dropped when I suddenly realized where we were. The room had an array of technicians running around crazy, but more than that, sat a little blue cube in the center of the room. The Tesseract.

"This isn't exactly a secure holding facility for people is it?" I said stunned. This place was honestly amazing.

"The guards that brought you here, not briefed for clearance. They had to believe we were taking you somewhere else." A familiar voice said from the shadows.

"Why?" I questioned turning to the direction it came from. High in the rafters someone dropped down and walked steadily in front of me. I knew who he was instantly. Agent Clint Barton. Master archer and all round freak of an agent.

"Because you've got yourself right in the thick of things, and there are consequences." Barton said outstretching his hand.

"Agent Barton." I nodded receiving his shake.

"Agent Coulson... Jr." he remarked slyly.

"Come with me." Fury said as he descended down a nearby flight of stairs. The two of us sheepishly followed, myself in the center and Agent Barton warily behind.

"Does everyone think I'm a traitor or something?"

"Yes and No." Clint snickered.

"While I believe it is a simple mistake on your part, it has dragged you down into a deeper part of S.H.I.E.L.D. Don't expect to be going on anymore 'spy' missions anytime soon... You're here—," Director Fury started, stopping to open up another door that led into a back room, onlooking the Tesseract, "Sit. You're here because we can't erase what you saw, unless someone loosed a bullet in the back of your head and quite frankly we could use an extra staff member."

"Wait... hold up. You want me to be a part of the Avengers?" I asked dumbly, ignoring the death threat he posed.

"No my dear," Fury laughed, "Only people with powers beyond normal humans joins that rank. People that can fight the battle's we can't, against enemies we never dreamed of."

"I still don't see why I'm here..."

"I know stealth and secrecy aren't your forte, but it's time you learnt them. Quick smart. We are only allowing you in on this because we know you're a good intentioned agent. Also your brother is a close friend of mine and I would prefer not to loose that over a decision made hastily." Fury slid another folder, identical to Phil's, across the table as we spoke.

I began to pan through it, everything was here. When I first looked at it I didn't exactly pay to much attention to detail, noticing some familiar name here and there, but now (supposedly because this was mean't for me) I understood. Names, skills, accomplishments piled up in my brain. Memorizing. Tony Stark, rejected. Bruce Banner, under surveillance. Even Clint was in here. But one page stopped me dead in my tracks, the most familiar name. Steve Rogers, Captain America. Phil's idol... who died nearly 70 years ago.

"How can Captain America be part of the team? He's dead..." I asked.

"Read on." Fury egged.

"_Captain Rogers was found frozen in the middle of the Arctic circle on July 29th, 2012. Found along with shield of un-identifiable metal, he has been in a cryogenic state overly the last 70 years. He has not aged and appears the same since 1942 when he was reported missing in action, presumed dead._

_Currently resides at an off base training facility, to re-accustom him to modern living._

_Skills: Super Soldier- heightened strength, agility, physicality, speed."_

All I could manage to spit out was, "Does Phil know?"


	3. Project X

**Chapter Two**

"Yes. He had a similar reaction when he was first put on the project. Whipped out some cards of his and demanded us to get Rogers to sign them. More or less." Barton said amused at my brothers idiocy.

"What'd you expect. The man's idolized him since he was five." Fury stated sticking up for his friend. Barton shrugged.

"Forget Rogers. What you ortta look at is this," he continued, handing me another file with the bold words 'Project X', "The Avengers Initiative is only the tip of the ice-berg. Project X is where you're being transferred."

I opened the new file and began to read the briefing. Project X was aimed at expanding the human brain capacity. Scientists had developed a serum that activated dormant parts of a subjects brain. Test subjects grew a high tolerance to pain, enlarged their memory capacity and some even developed telekinetic abilities. Side effects of the serum included hallucinations leading to imminent insanity and later death.

The scientists altered the formula many times and though each new serum developed the brain further and harnessed more power, eventually all patients suffered the side effects and died.

"So what's my role?" I asked nervously. I was hoping they weren't suggesting I become a test subject.

"We're not using you as a lab rat. Though the scientists would like to study a subject a bit more thoroughly. Blood, tissue and hair samples will be required, then you'll be put on guard duty to watch the laboratory day and night." Fury explained. I was slightly disappointed, I thought that they were going to get me to do something 'important'. Instead they'd steal some of my DNA and make me babysit a bunch of test tubes for the rest of my life and what in the world did Project X have to do with the Avengers?

"It is only because of recent technology,' Fury glanced outside to the Tessaract, "That we have been able to keep this project running. The board was thinking of shutting it down. It's only hanging on by the skin of it's teeth. It is important that there are no mishaps, if the slightest thing is to go wrong again it'll be cut. That means that the security of the place is in your hands. If anything goes missing, the blame's on you. Try not fail Agent Coulson."

And with that I was shown to my new 'home' or so I like to think of it – I was going to spending 95% of my time there. The lab was situated in the next room from the Tesseract, another glass window separating the two. The lab itself was remote and bland, with only three or four scientists working at a time. Compared the fanciful room next door, Project X got skimped on. It had adequate equipment, for what I assumed they had to do, four expensive looking microscopes, knives and picks, rubber gloves. I could understand why they almost got terminated.

"So... You're our new security guard." one of the scientists said to me once Fury and Barton had left, "You're not going to up and die like the last guard did, are you?"

"I... uh..." I stuttered, ultimately freaked out.

"Paris! Leave her alone." another one said, coming out from the storage room with a container filled with test tubes and a needle.

"Hi. I'm Georgio, head researcher. Your one woman welcoming comity is Paris, leading cognitive scientist in the northern hemisphere and my chief advisor. Nice to meet you." the man said.

"Emily Coulson."

"So... do you mind?" Georgio asked, holding up a needle and test tube, "Just for external research."

"No problem. Go ahead." I said cheerfully, maybe a bit too cheerfully. Georgio led me over to a near-by stool and sat opposite me.

"It won't hurt a bit." he coaxed.

"I've done this a thousand times before. We have to get medicals to be cleared for field work every month or so. I suppose I don't need them now..." I ranted as Georgio drew the blood. I barely felt a thing and continued talking about my experiences as a spy, not sharing 'classified information' but detailing fighting sequences over-dramatically. After taking a sample of my hair and scraping some skin off my finger, he was all set.

"I know your other work sounds more interesting, but trust me, you'll like it here." Georgio reassured me before locking away my samples.

When Fury said I'd have to work day and night he lied. I worked approximately the same hours as Georgio and Paris – 10:00am until 10:30pm before someone else took over – though the two of them got off at 7:00pm. It was a long day and despite my first worries, it wasn't too bad. I usually hung around the inside of the lab chatting to Georgio about every care in the world. I found out Georgio was married with two kids who he got to visit every weekend. Paris on the other hand rolled her eyes at me every time she saw me, but I had a feeling that she would warm up sooner or later. I also had new quarters, close to the lab incase there was a disturbance and I had to be there quickly. I had two sets of clothes and both my laptop and phone had been confiscated. The email I had sent was gone by the time I checked. So much for secure.

I hadn't seen Phil since he reported me to Fury. I had no idea whether he was avoiding me, since I couldn't phone him, and I wondered if he even knew where I had been relocated. It was better if I didn't stress myself over it, over-thinking a situation wasn't my strong suit.

After working at lab for two weeks Georgio came up to me oddly. He had pulled an all nighter after claiming on to be on the verge of a break through.

"Emily. I need you over here quick." he called, before I even had a chance to walk in the door, "I was fiddling around with your DNA last night and I think I might have found something. I randomly mixed some of your blood I took when you first arrived here with the serum, to see what would happen, and I've found the key to completing the formula! Your blood has a rare high white blood cell count. Officially called Leukocytosis..."

"Wait, hold on." I stopped him, "What is Leukocytosis?"

"It's a blood condition. You have a higher level of white blood cells. White blood cells are the healers. I suppose you've attained the condition due to intense exercise regimes or possibly stress—," he began to drear on.

"To the point Georgio." I redirected.

"Emily. The higher count of white blood cells in combination with the serum would enhance the ability for the brain to heal itself, therefore counter-acting the side effects preventing the hallucinations and insanity but permeating the pain resistance and possible telekinesis."

"You did it!" I said in realization, starting to jump and down with Georgio.

"No. We did it! If it wasn't for you we'd never have come across the pattern!"

"Who cares!" I shouted, then suddenly stopped, "Trial it. Try it on me." I insisted. At my request Georgio dropped eye contact.

"What? What is it?"

"It's just..." he faltered as Paris came in the door. Georgio uncharacteristically ignored me and went to talk to Paris about the discovery. Georgio had never acted in this way before and it bugged me. It had been my blood that had completed the serum and shouldn't it make sense to trial it on me? The rest of the scientists began to pile into the lab and forced me to wait outside as Georgio stood on top a chair and explained his logic and how his tests had worked.

"—I trial the subject's blood and the result was everything we've been hoping for!" Georgio explained as suddenly the anger boiled in me and I burst back into the room. All heads turned and I gave a deathly stare to Georgio.

"The subject has a name and she would like to be acknowledged." I said bluntly.

**Just wondering if anyone actually knows who Phil Coulson is or whether everyone think's he's someone I made up? I thought it was sorta obvious who he was with the Captain America response, but tell me if you didn't know.**


	4. The Trial

**Chapter Three**

After an initial shift of interest, Georgio was able to take back control of the conversation. The other scientists were asking me question upon question; each as seeming odd and irrelevant to me. Georgio took me to the side once the buzz died down to have a little 'chat'.

"You enjoy the show?" I mocked.

"Not particularly." I mumbled.

"So answer my question. Why won't you try the serum on me?"

"Because... It's just the luck we've had with these tests. I'm almost certain it will work but I have this feeling. If something _did_ go wrong, I would have that on my shoulders." he explained, though his tone was off. He was lying.

"That's a lie. You've injected this serum mindlessly into other people before, regardless of consequence why the sudden change of heart?" I attacked. Georgio knew he was caught.

"Okay... okay. It's because the decision is not up to me." he lowered his voice to a bare whisper, "The subjects aren't just at random. They're soldiers. S.H.I.E.L.D wants to build a super-powered army."

Suddenly everything in my brain clicked. The Avengers, the Tesseract, Project X. Captain America had been trialled as a super soldier. When they had tried to re-create it again they ended up with Bruce Banner nearly wiping out a city. So rather than focus of physical strength they changed their tactics to mental strength.

"If I was to trial it on you, I would loose my job or worse. Only Fury clears the subjects, most of which are already top class soldiers. You can't even say something to him without arousing suspicion."

I stood in silence accepting his response as the truth. Even his initial lie was valid in it's own way. But it seemed like a right of passage. I had unlocked the key to this drug and I wanted to test it. But there were too many barriers in my way; I couldn't knock them down this time.

"I'm going to alert Fury and ask him for a new test subject ASAP." Paris interrupted. I assumed she had eavesdropped on the whole conversation.

"Okay. I'll tell the others to prepare," Georgio nodded as Paris left us, "You need to go back on duty outside and pretend, to the best of your ability, that you have nothing to do with this."

I didn't argue, hastily making my way outside and up the hall, to where I was supposed to be posted. Within minutes Fury passed me with an agent I had never seen before. Like Georgio's description, he was soldier material. Muscular, tall and looked fairly disciplined. The 'perfect' S.H.I.E.L.D. agent. I peered around the corner to see Fury chatting with Georgio and Paris, the test subject listened closely.

"Once we inject you with the serum you'll be moved to a containment facility to keep and eye on you and too make sure if anything goes wrong you can't harm someone." Paris explained, "Before we begin we need to check your details, official paperwork and all that."

Paris lead the man over to a folder with a name on top of it, most likely his- Stanley Witmore. Once Paris had checked everything was right, they led Stanley back outside into the hall.

"Agent Coulson. We need you to come along and guard the front of the experiment lab while the test goes on then accompany his medical examiners back to his containment cell for observation. Can you do that?" Fury asked, slightly impatiently.

"Absolutely!"

The walk to the experiment lab was tedious – it sat on the other side of the complex – and surprisingly quiet. Georgio was up ahead explaining the procedure to Stanley and Director Fury, while Paris gossiped to her colleagues and I trailed feebly behind, hand on my gun pocket.

Once we arrived I was amazed. The experiment room was definitely in the same league as the Tesseract facility. Similarly the center of the room was the main focus; a lone medical table. Around the table was control boards and monitors to keep an eye on the subjects vitals. Above it had a surveillance room, with comfortable looking lounges.

Stanley was led to the table and stripped down. From no where, straps were pulled out from underneath the table and attached to his arms, legs and waist, pinning him tightly to the table.

"Agent Coulson. We need you to wait outside." Paris instructed, forcefully removing me from the room. I leant against the outside wall, bored. I tried twiddling my thumbs, counting to 100 hundred in my head as fast as I could, but nothing worked. It wasn't until after standing outside for probably an hour that I knew the experiment had started.

Piercing screams escaped the room and I instantly grasped my gun and barged through the door. Ready to aim and fire, instead I saw a writhing man on the table. He must have been Stanley, but over the red swelling and thrashing movements I couldn't be sure. No one asked me to exit, but instead shut the door behind me. I lowered my gun, but kept my hand close by.

After ten minutes the screaming had stopped and the scientists had began to prod and examine the effects of the serum. Georgio looked up at Fury and nodded.

"Agent Coulson, please escort Dr. Rodrigues and Dr. Sanches to the holding wing."

"Which ones are they?" I asked blankly, I didn't know anyone by last names.

"The two you seem to hang around a lot." he said. I gulped, what did I expect though? They wouldn't keep surveillance on a high security project.

"Ahh..." I said walking to go assist 'Dr. Rodrigues' and 'Dr. Sanches'.

Quickly I began to trail behind Georgio and Paris as they wheeled Stanley Witmore back over the other side of the complex.

"So... which one's Rodrigues and which one's Sanches?" I asked humoring myself.

"Georgio Rodrigues," Georgio said pointing to himself, "Paris Sanches."

"Ahh..."

"Why do you ask?" Paris piped up, rather than her usual deafening silence.

"Fury referred to you by your last names. I realized I never asked, was curious."

By the time Witmore was locked inside the containment facility I was pooped. Unfortunately my day wasn't over yet; I still had five hours left of my shift. Everyone else got off early, though each were equipped with beepers link to Stanley Witmore's vitals. If anything should take a turn for the worst those things would beep like crazy. I wandered up and down the halls surrounding until finally I found myself staring out the glass window down onto the actions of the Tesseract holding room. I should have been outside in the hall and it wasn't until a leftover beeper on one of the lab tables began to go off before I wished I had've.

**As a side note...now I'm going to randomly recommend you playlists for certain chapters. If you have the Avengers soundtrack, get ready to put it to good use. If not, try youtube. You'll be happily surprised.**


	5. My Friend

**Chapter Four**

I vibrated the desk and almost made me jump out of my skin. I ran over to where the obscenely loud buzzing came from and found a little egg shaped gadget pulsing red.

I hit it hard on the desk, hoping to break it, but instead it got louder. The only way this thing was going off was if I got someone over at the containment lab to shut it off.

Running, as fast as I possibly could to reach the opposite side of HQ, I toppled into Barton as I hastily turned a corner.

"Watch where your going Coulson." he shouted, not angrily, but instead in a mocking tone, "Where you running off to?"

"Containment Room 601." I said getting up and turning to run off again, "This thing won't shut up." I shouted holding up the beeper.

"Have fun. They've evacuated the west wing. That agent they tested, Witmore I think his name was, just got loose." Clint teased. I realized he was carrying a small black suitcase. When he caught me starring at it he laughed.

"You know what's in there." And I did. It must have been his trademark retractable bow and quiver of arrows. We both split and began to run in separate directions, Barton assigned to kill and I determined to shut up my bloody beeping egg.

Barton wasn't kidding. The cleared access corridors were trashed, boards ripped off walls, room pin pads hanging off the wall by thin wires and legs! Legs? I rushed over to a set of legs hidden from out of a stray pile of rubble.

"Can you hear me?" I shouted, hopefully awaiting a reply. I cocked my ear at the slightest sound and when I heard a tiny scream from underneath me I began to rip away the mess from on top of the person. I worked swiftly, clearing away everything almost within five minutes. Underneath sat a bloodied body with a familiar face. It was Stanley Witmore.

I stumbled backwards, didn't Clint say he caused all this mess? Trying not to stun him into a rash decision, I reached out my hand to help him up.

"What happened?" he mumbled out. I looked up behind him and noticed the wall was riddled with bullets.

"I'm not sure. Why aren't you at the containment facility?" carefully probing him for answers. At the mention of the containment facility, something changed in his eyes. I could see he was unstable, almost crazed. The serum didn't work.

Witmore flung his hand out in front of him and I went flying into an adjacent wall. I was in deep trouble. Running towards me I felt an invisible force stop me from getting up. I couldn't move my chest at first and then slowly the force contorted itself around my neck, squeezing tighter. Witmore was in my face, breathing heavily on me and I tried to use my hands to pry away the force, with no luck. The air stopped reaching my lungs and I panicked. I had been so sure I could take on this guy and I started to see my life flash before my eyes. When I was a teenager and my parents left, when Phil agreed to take me in, starting training to be an agent, countless failed missions, Phil getting me involved in Project X and then everything caught back up. I dropped my hands and it hit me as I wheezed.

I could move my hands. Reaching quickly, I held my gun and shot Witmore right in the gut. He tumbled backwards and I felt the air race in my lungs. Coughing and sucking in air, I took control of my gun again and aimed at Witmore's skull. As I pulled the trigger an arrow sped through the air and hit my target. I glanced up to see Barton down the end of the hall, reloading another arrow, cautiously.

I bent over the dying body of Stanley Witmore as he stared at me, trying to make out words. Slowly but every so surely he got his message across.

"Sorry..." before his murderous eyes clouded over and the life in him was gone.

"You alright?" Barton said running down towards me. I was clutching back onto my throat. It was sore and I needed water.

"I'll live." I coughed out. Barton pulled out a water bottle from his quiver and passed it down to me as I slumped on the wall. I sucked it down happily, it's coolness healing as it slid down my throat.

"Ahh." I sighed handing it back to him, "Thanks."

"You have quite a knack for trouble, don't you?" he laughed half-heartedly. Fury and some other agents rushed around the corner to see Barton and I next to Witmore's body.

"What in the world happened here?" Fury shouted, more angered by the mess than the fact there was a dead body in the middle of the hallway.

"Freak got out... we killed... him." I said, my voice cracking on me as I spoke.

"Well I certainly underestimated you Agent Coulson." he congratulated, getting a tiny smirk out of me, "Everyone back to your posts, someone's already been sent to clean up this mess. Barton. Take Coulson to the medical wing please."

"Sure."

I didn't ask for help getting up, mostly because I was too stubborn, though Barton stood by warily. I stepped over Witmore's body, it seemed so senseless. I should be moved by the fact I just killed someone but that had been trained out of me the minute I stepped in this place. Out of sight of Fury, I let Barton hold me for support. My throat was severely damaged and I guessed the stress had torn something or at minimum twisted a muscle. The medics were extremely kind, after their initial pestering about warning me not to talk, they sent me off with a heat pack around my neck and a note pad to talk with. I wasn't aloud to talk for two weeks until my vocal cords repaired themselves and got lucky with just my neck muscles being internally bruised. Eating was difficult though. Whenever I opened my mouth it strained my neck so I ended up living off a diet of protein shakes and blended chicken, using the straw to suck up the liquids. While that method of eating still hurt, it was much more bearable.

That was the least of my worries though. Georgio had been _injured_ in the attack. Witmore, when he escaped, blasted a 100kg door off it's hinges. Georgio was unlucky enough to get stuck in its way, the door crushing his legs and damaging his most of his abdominal organs. I he'd been moved to another facility to treat his injuries and everyone was unsure whether he'd pull through to not. They were certain he'd never walk again and if he was to live he'd need a lot of organ donors. His spleen, kidney and intestines had been crushed though somehow he pulled through that, but it was the damage done to his rib cage and lungs that were the most worrying. His lungs were being pressed down on by the broken fragments of his ribs creating a slow block up of blood around his left lung. If doctors tried to operate they could burst the build up and Georgio would bleed out within minutes. But if they did nothing, the clot would get bigger and bigger and eventually burst on him anyway. Georgio was a good friend of mine now, but I couldn't be stupid. Georgio wasn't going to survive this and I had to prepare myself for that.

Everything had been happening so quickly. My transference, the discovery, the attack and yet despite everything, Phil still hadn't seen me since he left. I missed him. I needed him.

Walking into the lab for duty the next day was hell. Everyone was still trying to work out where the serum went wrong but more than that, everyone was in tears. A lone portrait of the smiling Georgio hung above his station and I knew instantly he was no longer with us.

Georgio, my genius friend, was dead.


	6. Arrival

**Chapter Five**

**For added fun open up the song 'The Fight Will Be Your Own' by Steve Jablonsky (Transformers: Dark side of the Moon [The Score]) in itune or on youtube. It's great to listen to while reading this chapter! Enjoy!**

I took in a deep breath, it was all I could do. I couldn't be sad about it, I couldn't join in with everyone else and pay tribute. I had to stand, emotionless, on duty and protect the 'genius's' that had gotten everything so wrong. I was angry (rather than sad), why didn't they let me say good-bye?

"It didn't work because he didn't have your blood." Paris said to me oddly when she caught me eyeing off the memorial every now and again, "Don't stop exercising. We might need you again." her words were completely devoid of emotion. She was taking this harder than everyone else.

"I've known him ever since we worked for this joint. Fresh out of college, top of our years. We weren't just friends." she teared up, staring down at her hand. Somehow I had passed over this gigantic detail. On her ring finger was a small silver ring with an eccentric sparkling diamond in the center. I couldn't help but cover my mouth in shock.

"Engaged?" I wrote down on my note pad. She nodded regretfully.

"The whole silent treatment thing was an act. S.H.I.E.L.D. prevents colleagues from entering romantic relationships. That's why Georgio was so happy he thought he completed the experiment, he thought that once we were done here we'd leave and get married."

"I so sorry." I scrawled.

"Don't be. It's not like it's your fault or anything." she sighed, before walking off.

Fury, bless his soul, decided not to close down the project understanding what an insult to Georgio's memory it would be. There was no funeral held, working on Project X became high priority. Day and night everyone worked double time. Testing, analysing, treating, manipulating the serum. One of the older scientists, Craig Jefferson, sudden had an uprising a week later.

"This is all wrong. That serum should have worked. Everything about it from the theory to the formula was right. If something went wrong, it wasn't the right serum!" he protested.

"What are you supposing old timer?" Paris shouted angrily.

"Someone switched it. They had to!"

"Hold your tongue!" shouted another analyzer. After a few more shouts and insults Jefferson went back to his station, cursing under his breath.

Something he said was right though. Georgio was no fool, so how did his experiment go so wrong? The side effects were amplified rather than diminished. Almost like a concentrated version of the drug. I didn't know an awful lot about medicine or biology but something was fishy.

Our project wasn't the only one under close guard. The Tesseract room had been busier than usual lately. It had been putting off unusually large energy readings. I had been speaking with Clint a lot. He sat up in the perches of the room's awnings, awaiting trouble. Occasionally, when he was done, he'd hang around with me until my shift was over. He couldn't tell me everything but what he did was extremely interesting. While Fury sat back and overlooked every operation in this joint, Clint and I were slowly trying to work out his major plan. Weaponry. It had to be it. S.H.I.E.L.D weren't _exactly_ peacekeepers, so we doubted they would use it to cure the worlds energy problems. Warfare and fire-arms had to be the answer.

Late one afternoon, while on duty, I was sitting in with Paris as she worked on Georgio's formula. Clint was sitting up in his usual place, watching like a hawk. I stared up at him through the glass and waved, he saw and winked back, cautious not to loose his balance. Down below someone had begun to shout and point at their computer screen and an older looking man ran over to him, his name tag read 'Erik Selvig'. There was an exchange of unsure glances before the older man slammed down a big red button.

Instantly a siren was sounded. Loud, piercing and repetitively annoying. Paris almost jumped out of her socks with fright.

I looked back at Clint and mouthed "What's going on?" and he shrugged in response.

"Come on Coulson, we've gotta go!" Paris shouted beginning to pack up her stuff. I still wasn't aloud to talk, but stuff it!

"I wanna... stay and... watch." I said rushing into a corner from which I could view everything secretly.

"That alarm means danger! Serious danger. Time to go!" she commanded trying to pull me away.

"Paris. No one's going to come past here and check on us. Don't you wanna see what they're hiding?"

"Hiding? HIDING? This is an emergency evacuation. We need to leave now!"

From my hiding spot I could see Fury entering the facility commanding people left a right. He silenced everyone and walked slowly towards the blue cube. It was glowing and flaring sparks, when all of a sudden it stopped. Everyone was staring at it, even Paris had hushed to see what was going on.

WHOOSH! went a blue laser-like beam from the Tesseract towards a platform at the end of the room. Slowly but ever so surely a figure of a man appeared at the end of it. Then the light stopped. The crouching figure rose and stood tall, observing his surroundings. He wore odd clothing— regally dressed with armour on his shoulder and wrists. Fury began to speak to him when suddenly, a giant staff materialized in the strangers hand and shot him backwards. Clint jumped down from the rafters and prepared to shoot, when the man tapped him on the chest with his staff. Clint's eyes glazed over blue and he froze in his spot.

"What the—," Paris began to say and almost as if the man had heard us, he fired a plasma blast our way, throwing us backwards in a sea of fire. My eyes burnt in pain as heat began to build around me.

"... Paris!" I coughed, on the ground. I tried to shield my face while look for my fallen conrad.

"Over here!" squeaked a tiny voice. From underneath a fallen cabinet, lay an injured Paris. The contents of the shelf had been broken and it sent a burning, fleshy smell around the room. She was dying.

"I'll lift... it!" I said rushing over and trying to get it off of her, "Come on. Come...on!"

It wouldn't budge.

"Emily. Stop. It's not going to shift." she said through clouds of tears. I knelt down in front of her and held her hands in mine.

"I'll be here." I said, trying not to tear up as well. She was silent for a moment, before she started to pull her ring off her finger.

"I want you to have it, but not for the reasons you think." she began as I tried to push it away, "Jefferson was right. Someone did tamper with the tests. I tampered with them."

"What about your dream to get married?" I asked, shocked.

"There were more important issues at hand. Georgio told you about how they planned to make an army of super soldiers? It was wrong for them to do that," she paused taking a harsh breath, "Georgio's formula was one hundred percent accurate. But if he was to succeed it would be morally wrong. He may have not agreed with using you as the test subject, but I do. Emily. I've watched you and learn't about you from a distance and you are exactly the person we need. If it works, it'll work on you!"

"What has it got to do with your ring though?" I said as a loud humming noise started from back in the Tesseract room.

"It's a key," she explained pointing behind her. Sure enough, where the cabinet used to be, was a small safe in the side of the wall. I held the ring in my hand but didn't let go of Paris. I promised I would stay with her until the end.

"Get it." she yelled at me frustrated. I rushed over to the safe and quickly slotted in the ring to the key hole. It fit and swung open straight away. Inside sat one small green test tube with a syringe next to it. I looked back at Paris and noticed her stillness.

"Paris? You still with me?" I called. There was no response and I grabbed the serum and rushed over to her.

"PARIS! STAY AWAKE!" I screamed at her and she opened one eye.

"I want to see. Emily this is your destiny." she whispered, eying off the serum in my hand. I couldn't deprive a dying women of her final wish. Staring down at my hand I steadily placed the tube into the syringe and held it towards my arm. Paris had a gentle smile on her face and she closed her eyes, no longer able to carry on.

I jammed the needle into my arm and allowed the serum to flow into me. It burnt and tingled near the point of injection, but the real pain was when it reached my brain. Like a thousand needles piercing my skull, it worked it's way into each crevice and hole. Every memory I had ever experience was played out a thousand times a second and my vision blurred and sharpened un-explicably. Paris and Georgio's face were there the whole time. Holding hands, the two smiled at me.

"You can do it." Paris muttered.

"You were made for this." Georgio encouraged. The visions stopped and I focused, two hands firmly on the ground I breathed hard and heavy. Every part of me ached and all I wanted to do was make it stop. But I lingered on.

The humming from the Tesseract room was now a loud whoosh. It tingled my ears and evoked my senses. I managed to fumble over to the broken glass to look inside. Unsure whether I was seeing things or not, I ogled at the giant portal opening up in the roof of the room. I was getting larger, but it was self destructing— unable to hold itself. It began to fold in on itself and I braced for impact.

As if in slow motion the portal exploded sending shockwaves through the air and towards me. I covered myself as the energy hit me and flew me back through an adjacent wall with tremendous force. My body was fatigued and the last thing I remember was slabs of concrete coming towards me, not thrown but floating, encasing me in a grey tomb.


	7. Breakout

**Chapter Six**

Silence. There was nothing. Not a whisper or a drip of water from pipes. Darkness. Not an ounce of light peeked it's way into where I was. Where was I? I tried to move, to stand but I was stuck. I felt constricted, I was in a tight place. Claustrophobia began to kick in.

"CAN ANYONE HEAR ME!" I screamed, my voice unusually healed. I started to remember, what had happened. Paris' confession, the stranger and how could I forget, the serum. I had injected myself with it and judging by the way my mind was playing tricks on me, it didn't work. I was going to go crazy.

But everything felt so real. I could rub my hand over the wall in front of me. Wall? It felt more like a slab of concrete. I pushed at it with all my strength and it fell away.

There was more space, but barely. I could see the mess of what the hallway had been. Ducking and weaving, incredibly slowly, I made my way to the end and tried to figure a way to get out. I was alive for now, but if I stayed any longer the air supply would certainly run out and I would suffocate. A broken navigator was on the wall next to me, I was about 100 meters from an escape door, whether the exit was still there or not was another issue.

This hallway was going to be more of a problem than the last, it had smaller gaps in the rubble and one wrong move could send them crashing down on me, squishing me in the process. I moved at almost a snail rate, weaving in and out with utter most care. Then came a clear section, which I walked freely through, I should have paid more attention. I walked heavily along, unknowingly shaking the ground as I went. From behind, a loose pillar began to fall. It was incredibly tall, double my size. I fell as it came crashing down on me— closing my eyes and embracing death. But it didn't come. The pillar must have missed me... then I opened my eyes. Face to face with me was the concrete slab. I wasn't stuck on anything and it hadn't missed me. It was floating, mid-air, above me. I think I stopped it?

I slid out from underneath it and it crashed. I couldn't have done it, there had to be a logical explanation.

There was a crumble. I heard rocks move under someone's feet. A rescue team!

"HELP! I'M DOWN HERE!" I screamed, terrified they wouldn't hear me. Another shuffle followed then I started to hear things being moved out of the way, towards the end of the hallway.

"Scream if you can hear us!" the voice called faintly.

"I CAN HEAR YOU!" desperately I called.

"We're gonna get you outta here! Stay still." it commanded. I was in no position to argue and stayed perfectly still. For hours I heard the continuous moving of the destruction. The voice kept talking to me, keeping me sane.

"Everyone thought you were dead." it laughed. I was sure by now it was a man's voice.

"I'm a fighter." I told them.

"They told your older bro' that they thought you didn't get out. He commanded us to send a rescue squad to try and find survivors in the mess. I'm _guessing_ he'll be extra happy." they explained, "So, what happened down here?"

"If I told you, you'd think I was mad." I said, honestly. As I did someone struck through the cement that was blocking me from my rescuers. The piece came crashing down and finally light shone through. The voice now had a face, except it wasn't a man.

"Maria Hill." she said grabbing my hand and helping lead me out to safety, "Nice to finally meet you!"

They had to cover my eyes with a black cloth to avoid giving me irreversible eye damage. Apparently the explosion happened two days ago, so I must have been unconscious or sleeping the entire time. They took me to what I assumed was a car and gently sat me inside.

"Where are you taking me?" I asked them, nervous without my sight.

"The Hellicarrier. Everyone's been transferred there since the attack." Maria explained, "You can take the cloth off, the car's UV resistant. No light's getting in."

I ripped the cloth off as soon as she said it. I didn't like being the dark, especially when I couldn't see.

I had been on the Hellicarrier once before, when they were first training me. Apparently I wasn't 'control panel' material. We were already were in motion, the land zipping by. I realized everything I owned was in S.H.I.E.L.D, though I didn't have much, it meant that not only was I homeless but I was possessionless. On top of all that I had a splitting head and ear ache. Whenever someone spoke it was almost as if someone had stuck a megaphone in my ear and shouted at the top of their lungs. Even my own rhythmic breathing hurt. No one had checked me for injuries, which was odd too. Though I knew I was fine (somehow) it baffled me no one checked me for any breathing difficulties or internal bleeding. I had a few minor scratches here and there, but they were from when the psycho blew up the lab and killed Paris.

"Why were there no medical crews back at the wreck? I mean you just shoved a cloth over my face and was done with it. What if I had come out with half an arm missing?" I said sarcastically, it seemed to make Maria squirmish. She half went to respond and then stopped herself.

"How far are we from the Hellicarrier?" I asked instead.

"About half an hour away." the driver pipped up. I nodded. Something still didn't feel quite right. I looked outside to see us passing by a group of warehouses, only that's what I thought they were. Almost as we passed them the car turned into a long driveway leading up to them.

"Shortcut?" I asked, my nervousness came through. Maria eyed the driver through the mirror and she nodded. Suddenly the car swerved and I was thrown against the side door; it was locked. I tried to pry it free but it wouldn't unlock. Then I saw it, from the corner of my eye, Maria Hill was coming at me with an overly large needle. Panicking I covered my face and screamed, doing something freaky in the process.

In my fear, the door had suddenly blown off the car and flung Maria along with it. She had dropped her syringe and I grabbed it reading it. 'Benzodiazepines'. It was a sedative but there was enough in there to knock out an elephant. They knew.

The driver came at me with a tazer and I put my hand out, sending him through the front window pane. They knew what had happened in the explosion. They knew the experiment had worked and now they were coming after me.

I jumped out of the car and began to make a break for it. They were ready though. You know how I said this wasn't a random set of 'warehouses' we pulled into... I was surrounded. The moment that car pulled down the driveway I was stuffed. All around the perimeter began to fill with gunmen. From the high perches of roofs to warehouse windows and even men standing simply out in the open. I was trapped, like a moth to a flame. Maria Hill was back on her feet by now and was phoning in someone.

"Why?" I asked her, when she came in hearing distance, "What'd I do?"

She ignored me and held her hand in the air. Around her all the firearms lifted and I saw red laser dots touch my body.

My head was bursting right now. I could hear ever the click of a gun and the hundreds of sighing breaths in the distance was ever increasing.

"I don't want to hurt anyone. I don't even know how I did it!" I claimed, hoping they would let me go, a stupid thought, but none the less. It dawned on me that there was only one option for me now. To be locked up in a lab for the rest of my life and tested on and I'm not one for cages.

I ran again. Whenever I was afraid or nervous this 'power' manifested and right now I was terrified. Shooting my hands every which direction, guns were ripped from my attackers and came flying towards me. I ducked at the last second before they hit me and continued to speed off. Up ahead there was a blockade of men standing in my way. I didn't think that even with my new mind control thing I could move them, it was incredibly tiring moving things. Then off in the distance I heard one last gun click, it must have been a good fifty meters off but that's not what scared me. I could hear the breath, it was heavy and oddly recognizable. I knew one person panted like that. That breathed through his mouth like he was never going to take another breath again. I stopped dead in my tracks and turned, praying it wasn't who I thought it was. Time moved slowly as I faced the lone assailant, heart stopping when we made eye contact.

Phil.

We didn't say anything, just starred as confused and terrified as the other. I started to walk closer and his gun began to drop. Faster and faster, my paces turned into a light jog, Phil mimicking me.

"Phil." I cried running towards him, his arms outstretched. He caught me gently in his arms and held me tightly.

"They told me you didn't get out, that you were most likely dead." he said into my ear.

"Why are you here?" I asked him out of a flow of fresh tears.

"How could you do that?" he questioned instead, ignoring me.

"Project X. They perfected it, but the head researcher hid the serum. Then the weirdo appeared out no-where and blew the lab up. She told me that I was the only one that could make it work. She was dying and I didn't think it through." I blabbed incoherently, "Now everyone's trying to shoot me and I don't know why."

"It's going to be alright. Everything's going to be alright." he assured me, releasing me from his hug, "But they need to take you in. I'll make sure they don't hurt you, I promise..."

"You either come peacefully or... we'll deal with the other option if it arrises." Maria Hill interrupted from behind.

"But... I—," I began as I felt something sharp pierce the skin in my leg. I starred down to see a funny little dart sticking out and Phil's gun smoking. Tranq's. My eyes widened and I began to loose balance, Phil catching me as I fell.

"Why?" I whispered, my voice sounded muffled and unusual. My eye's fluttered as everything around me became numb. I could see myself being lifted into the back of another black car, back to the unknown, away from the comfort of my brothers arms.


	8. Stark Tower

**The song to listen to for this chapter would be 'Stark Goes Green' from the Avengers soundtrack. Comment if you would like for me to set up a youtube playlist for the music! Enjoy.**

**Chapter Seven**

I was dreaming. I was standing alone on the edge of a cliff. Around me, written in the sand, was strange numbers and equations that confused me tremendously. But I knew how to answer them, or at least I thought I did. I had failed high-school math with flying colours but this somehow made sense. Though, every time I tried to answer it, the wind would blow and cover up my working. Frantically I tried to rewrite my answer but it wouldn't work and the fateful wind would beat me.

"Try not to work it out in front of you and focus on the answer in your mind. Only then will you be able to answer it." a conscious like voice echoed in my ear. I twisted and turned searching for it's owner to see Georgio walking towards me in a white suit.

"Everything is not as it seems. Try to remember that." he said calmly. Then everything went black.

I awoke to find myself in a plain, discoloured dorm room. It was a bit fancier than my usual living quarters at S.H.I.E.L.D though I recognized it immediately. It was how the dorms looked looked inside the helicarrier. I was laying down on a soft bed, much like how Phil's felt. Sitting up, I starred around, noticing a large box at the foot of my bed. I stepped out of the covers noticing I was washed and in new clothes. Most of my injuries were healed and my headache was gone. Rather than my blue security shirt and black slacks, I was in a bland grey tracksuit with the S.H.I.E.L.D emblem en-blazed on the front breast. They were warm but I wondered how I had gotten into them.

The box was red with a matching bow and card sitting alongside it. I reached down to read the card. 'Hope You Feel Better Soon' it read. Inside there was a confusing scrawl that was supposedly a well wished message. If I squinted I could just read it.

'_Dear Em._

_Sorry 'bout shooting you in the leg. Hoping that you feel better. I know you lost everything in the explosion so I thought a few new additions to your wardrobe were necessary. Meet me on the top deck once you're ready._

_Phil.'_

I put the card back down and opened the box up. Inside sat a brown leather jacket and black jeans and another card.

" _P.S._

_Check your wardrobe for a t-shirt and your boots.'_

I snickered and walked over to the wardrobe to find a black shirt hung up on a coat-hanger so, grabbing it to get changed. The jacket was pretty spiffy and the jeans fit surprisingly well, but the good gesture didn't excuse the fact that Phil had shot me.

Really, what was he thinking? Again, I was lost in confusion to why people did things. It was almost ironic. But Phil was going to be in for it when I got my hands on him. I still was trying to get my head around what had happened to me. It was all so surreal. I know at first I insisted that I be the test subject but after I had time to rethink and see what could happen if things went wrong, I changed my mind. This was more than I could handle; more than anyone should. I didn't know the extent of what I could do, nor did I want to test it. But if I was here and not dead, they wanted something from me and it wasn't to guard a lab. I had noticed a lot of changes since the explosion.

For one, my voice healed quickly, too quickly. My whole body was screwed up. The long distance hearing had gone away, thank God, but my memory was playing up on me. I was able to recall things in great detail especially Paris's death. But it was minuscule, small details, like a cobweb in a corner or something as silly as the exact type of gun that SWAT team was issued, with even though I didn't take my sweet time to check. I could pause and replay scenes over the last twenty four hours with such clarity and precision it was almost like watching a movie of my own life. That more than anything scared me.

Walking along the halls of the hellicarrier I was met by two escorts to show me to the top deck. A left, right and quick ascent on some stairs and I was there. We were still in the ocean, awaiting a few more arrivals before take off I assumed. Silently I entered as my new guardians waited by the door.

"Everyone is waiting to debrief you Miss Coulson, go on in." one of them re-assured me.

"That's Agent Coulson to you." I said cockily back. When I stepped inside the room went quiet. Fury was in the middle of the room in deep conversation with Maria Hill and Phil, turning his head as I feebly made my entrance.

"Don't have any tranq guns on you this time?" I laughed half-heartedly. I seriously hoped they didn't though.

"Nice of you to join us." Maria said warmly. I scowled at her, not impressed. I studied her face trying to work out what they wanted me for. Fury began to speak but I had tuned out all conversation in my deep staring competition with my fellow agent. It wasn't until I felt gentle a tap, from Phil, on my shoulder that I realized how rude I was being.

"Sorry. Thinking." I apologized, paying attention to what Fury was talking about.

"I was saying, I'm sorry for all the dramatics. But we need to send you on a mission immediately." he explained with conviction.

"What exactly do you want me to say," I spat back angrily, "Sure! I'll go on another wild goose chase for you. Endanger my life again. Well it's either that or become a human guinea pig. I might as well!"

"It's not that sort of mission to be perfectly honest." Fury said calmly, ignoring my obvious vendetta, "You were there the night we had a 'visitor'. Hard to forget, wore a tacky leather outfit and glowing staff. He made off with the Tesseract and we believe he is going to attempt to use it as a weapon. You remember the Avengers Initiative... well, it's just been activated."

"You're coming with me. We need to get Tony Stark and I have a feeling he's going to be reluctant." Phil said with a chirpy smile.

"I still don't get why you had to shoot me!" I yelled in his face as we began to leave.

"I told you I was sorry! Really!" he kept apologizing.

"Yeah, well you owe me one." I said angrily, trying not to smile at his stupidity, "Dork."

Phil's picked up his phone and quickly dialed in a number, the call went straight to his headset.

"We're rounding up the Avengers. You get the big guy." he said as he listened to the response, "No, I have Stark. You get the _BIG_ guy."

We boarded a plane on the runway and made haste to get started. Once the plane was in the air Phil turned sternly to me.

"I thought you were dead." he said reaching out and gripping my shoulder, "They told me an experiment had escaped and that they needed to be brought back into S.H.I.E.L.D. custody. When I knew it was you, I told Fury he wasn't to touch you."

"And he agreed? Just like that?" I said un-convinced.

"What can I say? He owes me a lot of favours!" he chuckled.

"Still... why'd you shoot me?" I repeated, I was like a broken record.

"You didn't see yourself. You looked sick Em. I didn't want you to hurt anybody, especially not yourself. I didn't want to give Fury a reason to lock you away."

I nodded thankfully.

"Yeah... well next time don't. It wasn't exactly pleasant. You try being shot with enough drugs to knock out an elephant!" I said irritatedly.

We sat quietly for a while, when I wasn't mad at him there wasn't really anything else to talk about. Yes, I did just become a super-freak, but it was a touchy subject. One thing for sure was that I needed to learn how to use it and quick.

"So... when you said reluctant, what did you mean?" I asked Phil.

"Mr. Stark isn't exactly the most friendly of men. Honestly he's a real jackass and I was hoping bringing along a female agent might calm him down."

"If what I've read about him is right. Probably not, but it's the thought that counts."

Once the plane landed we were chartered into black cars and whisked onwards to the Stark Tower. The car smelt fresh and made my nose a little bit irritated, but after sitting for a small time I got used to it. By the time we reached Stark Tower, in the center of the city, the sun had begun to set softly in the background. Getting out of the car Phil retrieved a black briefcase and we made our way towards the elevators.

"Hello, how may I be of service." said a lady on the front desk.

"We're here to see Mr. Stark."

"Have you got an appointment?" she asked.

"No, but I we don't need one." Phil said pulling out his badge, "Tell him we're here."

We jumped in the elevator and it quickly ascended to the penthouse as voice came over the intercom.

"Hi! You've reached Tony Stark's life model answering machine. Please leave a message at the tone." It was Stark. I laughed as we left the elevator.

"Good evening Mr. Stark." Phil greeted and humble grin upon his face.

"Security breach. Your fault." Tony Stark said turning to a women standing next to him.

"Phil. It's great to see you!" she said shaking his hand.

"Wait why'd you call him Phil. His name is Agent." Stark remarked slyly, "And who's his buddy." he said pointing to me.

"You must be Emily." she smiled. I had no idea who she was but I nodded and smiled back.

"Ah huh...You must be here about the Avengers initiative! Which, of course, I know nothing about." Stark said.

"Yes, we are." Phil replied.

"I thought I didn't qualify. Apparently I'm - what was it? - volatile, self obsessed. And I don't play well with others."

"It's not an issue about personality defects anymore. Here." Phil opened the briefcase and handed Stark a hard-drive. Stark promptly took it and plugged it into his computer. I soon found out it was an electronic copy of the folder I had been given those many weeks ago. It was so much more advanced and detailed. Stark began to flick through the files in mid air, enlarging photos and text as he went. He stopped for a second and stood back, covering one eye.

"How does Fury see these?" he said sarcastically.

"He turns." Phil responded. I was amused.

"Well that sounds exhausting." he laughed continuing through the files, "It's nice of you to bring along a fellow team-mate."

"Pardon?" I pipped up from my silence. Stark flipped the screen around and there was an image of me with the bold letters stating 'In Training'.

"Oh... yeah." I said, trying to play it cool. I stared as Phil with an annoyed glare in my eyes.

"We'll leave you with it." Phil concluded, turning and exiting. Stark was still examining the files as the elevators doors shut.

"That went well."

"Depends on your meaning of well." I replied, "You keep forgetting to mention very important details. In training?"

"You could be a very valuable asset... if you learn how to control it." he said, he was genuine in his speech, "Try this." he said pulling out a quarter from his pocket and placing it in my hand.

"I'm not a trick poodle. I can't just jump through hoops at your command." I frustratingly remarked.

"Alright then..." he sighed, taking back his coin. All of a sudden Phil lurched at me, pulling a terrifying face. I screamed and jumped backwards, sending Phil flying into the roof of the elevator. Stuck on the roof he laughed.

"Until you can control it, all we've got to do is scare the bejesus out of you." he said as I regained composure and he dropped to the floor. I didn't attempt to help him up.

"You do that again and I'll send something else flying!" I insulted him.


	9. Codename

Chapter Eight

Making our way back to the flight hanger wasn't a quick trip. There was more traffic and the driver decided to take all the wrong routes. Suddenly as we made our way along the busy New York streets, our car turned and parked.

"What's going on Phil? I asked as I felt a relapse of my last experience in these cars,

"Fury paged me. We need to escort another person alongside us to the hanger to board the Quinjet. We're not getting out of the car." he explained, as ahead in the darkness, a tall figure jumped into the car in front of us.

"Who is it?" I asked inquisitively. Phil paused in thought, unsure whether he should answer me, "No more secrecy. Please." I begged.

"Steve Rogers a.k.a Captain America." he spat out, I could see the excitement wash across his face. I laughed hysterically. In his dreams!

"Really... tell me the truth!" I said starring him down.

"I'm not joking."

And he wasn't. But this was indescribably weird, I already read the files and it came as no surprise that he was still alive but to meet him in person! I wasn't obsessed with him like Phil was; he'd practically joined S.H.I.E.L.D because he wanted to be a hero like his idol. Me, on the other hand, put up sharing a bedroom half decorated in Captain America posters, pillows, action figures and other Captain America themed novelties. It was hard to escape the propaganda. Low and behold if I ever dare insult him about it though I was in for a nasty chinese burn. Now I was going to be placed in between the incarnation of all my brothers hopes and dreams as we flew for hours to get back to the hellicarrier. Oh joy!

The whole car ride I couldn't help but twiddle my thumbs and stare nervously out the window. I had a lot to ponder about. My new found abilities, my role in S.H.I.E.L.D, my new 'team-mates'. By the time we would get back to the hellicarrier everyone should have arrived. With the exception of Stark, Phil and I would arrive with Rogers and I assumed Phil had called Agent Romanoff about Bruce Banner. If the 'big guy' comment didn't refer to Stark, it most likely meant how Banner became that freaky green monster. I shuddered for a second, forgetting that I could have had some crazy side effect like that... I potentially still could. Though I tried to steer clear of those sorts of thoughts.

Agent Romanoff for instance, I had never met before in my lifetime, but everyone around H.Q. spoke of her as the super agent; same league as Barton. It would be a real honor to meet her. If I ever had an idol or a role model it would definitely be her.

"Oh, I forgot to give you something else." Phil said, interrupting my train of thought. He opened back up his briefcase that held the hard-drive and instead pulled out a electronic tablet.

"If the serum worked correctly, this will be of great use to you. Keep it on you at all times." he clarified.

"What is it?"

"It's a data-base. Of books. All kinds of books. Every other test subject experienced enhanced memory properties. You can absorb information like a sponge. There's tutorials and interactive things on there too. I had a go at a Captain America quiz. Full marks. You should try learning another language too."

"Um... thanks? I think... I've always wanted to learn french."

"I promised you I would take care of you. Didn't I?" he smirked, closing the briefcase back up again. We went back to silence and I began to look through the tablet. Pre-saved in the favourites was a file entitled 'twelfth grade math test'. Must have been Phil's idea of a joke. I was mindlessly scrolling through, when it hit me. I'm not sure why but it jumped to the top of my 'list of worries'. Everyone else around me had code names or at least hero names and I was just Em. Captain America, The Hulk, Iron Man, even Natasha had her own nickname; Black Widow. If I was supposedly 'in training' I needed a name. It needed to be something catchy and cool. Something that rolled nicely off the tongue but wasn't generic. Code names came from your talents or personality. What was I? Overly-analysing girl?

"If I was to have a codename, what would you say it be?" I said, not directing my comment to anyone.

"Why do you ask?" Phil questioned.

"I've never really had one and I think I need one. It needs to be something relating to my abilities or be unique to me."

"Hmm... how bout Brainiac?" the driver said.

"Nah. It's too, I don't know, uncreative." I shot down.

"What about Smarty-pants?" Phil said. Now that was just pathetic.

"Thats just... yeah. No." I began criticising Phil on his stupid attempt at code names, "There's a reason why everyone just calls you Coulson."

"I hate to break up your brainstorm session—," the driver said.

"Now thats a good one. Brainstorm." Phil interrupted.

"Shut it."

"Yes, well we have arrived at the hanger."

My heart skipped a beat. What? We were here already. I hadn't thought of my game plan yet. Should I come across arrogant, uninterested, sarcastic, shy, happy? I opened my door and hastily made my way to where the Quinjet was. I was going to be silent and avoid eye contact. That usually worked when I was unsure how to approach people. The back of the jet opened slowly, too slowly, and I found myself nervously twiddling my thumbs– a new trait I had noticed I'd picked up. I wanted to be seated and occupied when the Captain entered so that he wouldn't bother me and also so that Phil practically had him to himself. Finally the door hit the ground with a heavy thud and I walked on in. There was a clipboard hanging from a nearby wall; I grabbed it and started to check things off, pretending I had an extremely important task to do. From outside I heard Phil begin to talk abnormally loud and I knew who just to. I made my way up towards the pilot and eyed off his equipment.

"Would you mind sitting down and buckling up?" he said, creeped out by my silent staring.

"Sorry, I was just interested in how exactly someone flies one of these. I don't exactly know how to fly them." I said obviously, "What's all the buttons for?"

"Altitude levels, pressure gauge, back-up fuel, that sort of stuff. Again, would you mind?" he gestured towards the seats. As he did two figures stepped on board. Great timing... not! I went back to my seat and avoided eye contact, like I planned.

"This is Agent Emily Coulson." Phil said introducing me. I whipped my head around at the sound of my name, as if I hadn't heard them entered, and saluted the Captain.

"Nice to meet you." he said leaning over and outstretching his hand. I starred at it momentarily and shook it back. There was no need to be rude.

"Emily will join you and the other member of the team shortly. Once she has completed training." Phil added.

"What's your trick?" Captain asked me, interested.

"Not really a trick. Genetically enhanced intelligence, still learning the ropes." I said honestly, clearly trying to brush him off. My stomach was in knots and I had no idea why! Phil was the one obsessed with him, not me. It was almost like Phil's nervousness had rubbed off onto me and he was able to keep himself reasonably composed, while I became a nervous wreck. From the corner of my eye I starred at him. So normal, so content. Under the surface (we all knew it) no one was content, but he concealed his worries so well. Captain America, the down to earth one.

"Everyone buckled in and ready to go?" the pilot said.

"Yep." we all replied. I was buckled in nice a tightly, as the plane began down the runway, lifting up into the air at the speed of light.

"This thing's fast!" I mumbled to myself. I wondered if my tablet would have anything about flying planes on it. Whipping it out I quickly searched through it's database to find a whole detailed chapter on flight. From it's history, to how to fly each and every plane ever used in the S.H.I.E.L.D aircraft hanger. Then I came across it; the Quinjet. The very plane we were in now. The information was lethargic and at first glance it seemed impossibly complex. But at second glance the diagrams linked up easily with the information and I attempted to stare over the pilot's shoulder at the buttons again. He was right. Above his left ear sat the altitude monitor and in front of him sat the high tech GPS flying system. I followed his eye level, noticing he was keeping a close eye on a few red dots up ahead. That didn't seem good. All of a sudden BAM! Something hit the windscreen and my heart jumped out of place. I chucked my tablet up in the air with fright and clinged to the sides of the jet. I closed my eyes and panicked. What did we hit? A missile? A grenade? Was the freaky man that killed Paris coming back to get me?

"I've lost control of the jet. Something's pulling us off course." shouted the pilot. That made me panic even more. We were going to die, here and now over the ocean. No one will ever know that we went down and we'll wash up on shore a foreign island and be tortured by the natives, have our organs ripped from our bodies while we're still alive and... and,

"Emily. You're messing with the plane's navigation system. Calm down. We just hit some birds!" Phil yelled at me, "Emily! Look at me. Breathe, breathe!"

I opened my eyes and loosened my grip on the side of the plane, stuck on the roof was Phil and I realized what was going on.

"We just hit birds." he repeated. I took a deep breath and Phil fell from the roof.

"Navigation back. All systems on course," the assistant pilot shouted. We were going to be fine.

"We're forty minutes from home-base."

"Sorry. I'm sorry." I apologized, taking off my belt and helping Phil up from the floor. Stuck next to the Captains head was my tablet, still magnetized to the wall. I grabbed that too.

He was really confused and a bit freak out.

"I tend to over-react. Again, I'm sorry." I kept repeating.

"It's okay..." he smiled weakly, he looked like wanted to puke.

"Can I take your tablet for a minute? Phil asked once he regained himself, "Rogers hasn't been briefed. You don't mind if I call you Rogers?" Phil directed at the Cap'.

"Nope."

I handed my database over to Phil and he tapped it a few times before handing it to Rogers.

"This is everything on the Avengers Initiative." Phil said as the screen lit up and projected a small holograph like video. The Hulk (aka Bruce Banner) filled it as he tore apart a city and information about him popped up beside it. I was impressed, I didn't know my gadget could do that.

"So this Dr. Banner was trying to recreate the serum that worked on me?" Rogers questioned.

"A lot of people were." Phil glanced over at me, then back, "You were the worlds first superhero. Banner thought that Gamma radiation might hold the key to unlocking Erskin's original formula."

"Didn't really go his way, did it?" the Cap' said with a slight chuckle.

"Not so much. But when he's not that thing though he's like a Stephen Hawking."

Rogers looked up confused, he wouldn't know who Stephen Hawking was, "He's like a smart person...I gotta say, it's an honor to meet you in person. I mean I sorta met you, I watched you while you were sleeping. I mean I was present while you were unconscious. From the ice..." Phil splurted out awkwardly. I had to cover my mouth to stop myself from laughing. Rogers shared a funny glance with me, at Phil's expense. Rogers got up and stretched.

"You know it's really...just a, a huge honor to be on board this—," Phil followed him down the plane.

"I just hope I'm the right man for the job." Rogers replied, trying not to sound creeped out. I didn't blame him.

"Oh you are. Absolutely. Um... we made some modifications to the uniform. I had a little design input."

"The uniform? Aren't the stars and stripes just a little, old fashion?"

"Everything that's happening, the things that are about to come to light, people just need a little old fashion."

"How poetic!" I snickered. They turned there heads in my direction.

"Ah... that reminds me," Phil started, ignoring me, "Emily needs a superhero, I mean codename. I had a few suggestion myself but she turned them down." he ranted.

"How bout' Panic? I saw what she did before. Sounds about right." he proposed. Actually I didn't mind it much, in fact it was quite fitting.

"Panic. I like it." I smiled.


	10. Respect

**Chapter Nine**

**This chapter i suggest you listen to the one and only "Hellicarrier" by Alan Silvestri. ENJOY :)**

Shying away again, I returned to my seat. Phil continued to converse with Rogers about the Avengers, explaining each person bit by bit. When it came to Stark, there wasn't too many nice things to say.

"Stark is well...out there."

"If he's anything like his father, I might have a clue."

After another tedious half an hour, I could make out a dot in the water. We were here; the hellicarrier!

"Everyone in their seats before landing," the pilot instructed, "Don't want any accidents."

Fastened in our seats, the jet began to lower and maneuver its way onto the landing, subjecting us to minor turbulence as it went down. Rather than let my anxiety get the better of me, I starred at the ground and not out the window. Not that I was afraid of planes or anything. It was just that I had this re-occurring fear of dying that took hold often. Lately though, albeit it was a small improvement, I had attempted to rationally think situations through. Attempted being the key word.

With a tender plonk the engines came to a halt and the Quinjet was safely and firmly on the top deck of the hellicarrier. With a silent awareness, everyone began to unbuckle and wait as the back door lowered. There was a small light, the sun rising on the horizon. I hadn't slept in a day and had lost track of time. Wandering off, Phil led Rogers over to where an unfamiliar figure stood,conversing lightly with a crew member. From what I could see it was a women with curly red hair cut short above her shoulders

"Agent Romanoff." Phil addressed. Ah, thats who it was. Finally someone who I actually respected around here. I stood were I was as my company left me and greeted one another. The sunlight was blinding, but refreshing. I had spent my last few months holed up inside a bland concrete facility and being out in the open was just what the doctor ordered.

There was a frantic rush, everyone was hurrying to fasten down all the planes or put them away. We were going to lift off any time soon. The event being placed in my tablets memory and giving off a gentle vibration and alarm until I pulled it out of my pocket. I really hated things that vibrated, no pun intended. That day when the beeper went off in the laboratory still sent shivers down my spine. I quickly stopped it and changed the settings so that it would only ring an alarm. Much better. While starring at it I wondered if I could open the Avengers file Phil had. In the recently opened file there it sat. Tapping it sprung it to life, the video of The Hulk reappearing on the screen. I didn't have earphones so the tablet trumpets roars and car smashes. Embarrassed, I quickly hid it away to catch the glimpse of a lost looking man. I smiled politely, only realizing that I was smiling at the very man I had just screen on screen. The infamous Bruce Banner.

"Didn't know I was that photogenic," he joked coming closer, attempting to dodge the machinery in his way, "Bruce Banner."

"Nice to meet you, name's Emily."

"Dr. Banner." called the Captain from a distance, I thought I'd lost him.

"Oh hi, they told me you'd be coming." Bruce mumbled.

"Word is you can find the cube."

"Tesseract." I interrupted, returned by a few odd stares, "I have to be somewhere..." I lied stalking off.

"Well we all should be heading inside, it's going to get a little hard to breath out here." Agent Romanoff joked. Only I understood. Met with the same glares that I had shared, she pointed towards the edge of the plane.

"Is this a submarine?" The Cap asked. Nope, I thought to myself. There was a whirring and loud sound of water rushing; the engines were starting. Banner and Rogers leant precariously near the side of the hellicarrier and from their silence I deduced they hadn't seen anything like this before. I joined them simpering to myself. It was grand.

Once inside the four of use were directed straight towards the bridge, where Fury was waiting to brief us. Actually to brief the actual Avengers, not the rookie in training, but I tagged along anyway.

"Reflectors engaged." said a Maria Hill, popping out her little control nest to greet the guests.

"Welcome gentlemen," Fury addressed, unaware of my presence brushing past and extending his welcome to Dr. Banner, "Thank-you for coming."

"How long do I have to stay here for?" Banner replied abruptly

"Once we get back hold of the Tesseract, you in the clear."

"We'll where are you with that?" he asked, Fury pointed over a banister and I saw Phil ready for action.

"We're sweeping every wirelessly accessible camera on the planet. Cellphones, Laptops. We just connected to a satellite. We'll have it in no time."

Then Banner began to speak... science. Phil seemed to slightly understand while I was left flabbergasted by technical jargon someone had forgot to put in the memo. I wasn't needed here and I was just going to get in the way.

I left the bridge without notice, Phil had gone to stand with the Captain while everyone else got to work. I knew he must have been asking about the trading cards. The hallways were busy, but a lot more deserted than I imagined. I needed no escort this time, I could remember every turn and door. To be perfectly honest I enjoyed some parts of my new brain. But I felt like a stranger in my own body. As much as I tried to deny it, I was changing each and everyday. Learning and growing. It had been so long since I had taken an honest, good hard look at myself. I had forgotten what I looked like, truly to myself. Inside my room I entered the bathroom and starred into my own eyes through the slightly un-even mirror. Blue. My eyes were blue, that I had always known. They didn't stand out and I was never told they were particularly unique. But they were mine and I would recognize them from anywhere. But they seemed different, worried. They reflected how I truly felt. I could never hide my emotions; I was transparent when it came to lying. My face was abnormally pale, my few odd freckles standing out on my washed-out flesh. Placing my hand on my cheeks I felt somewhat flustered, must have had to do with all the running around I was doing. My hair, was an absolute mess, of tangled strawberry blonde locks. It was sitting loosely at the bottom my neck in a thick doubled over bun. I took it out and began to brush it out, clenching my teeth together as the knots tore small strands from my scalp. It took longer than I expected but once I was done I cleaned my brush of the the clumps of hair I pulled out and plaited it to sit over my shoulder. I looked much more civilized now. There were small cuts and gashes on my forehead that stuck out of place along my hairline, nothing serious enough to scar, but on my bottom lip there was a deeper cut that had begun to scab over. That would definitely scar. My nails, which I examined briefly, were bitten down to the skin; when I wasn't twiddling them I was eating myself alive. No wonder people had given me funny looks and tried to stay away from me, I looked like your average homeless person down the street, nothing too impressive.

Vain things like beauty had no precedence in my life now. I knew who the 'scary man' was now. His name was Loki, the actual Norse mythological God, or so sources claimed. To be perfectly honest I was unsure whether to be grateful or vengeful towards him. On one hand if he didn't arrive I would most likely be walled up in a cell awaiting testing, S.H.I.E.L.D seemed to need me around for now. Hunting him they could use all the people in their resource bank. On the other hand he was the reason Paris died and the reason why Clint was now a blind and faithful zombie servant. I missed Clint dearly. I missed our sarcastic conversations and I missed his company. He was a loyal ally. No, dare I say it, friend.

Playing with the end of my plait, I walked back into the main room and laid down, face to the ceiling. This Loki guy was only just starting. I could feel it in the air, his plan wasn't even in motion yet. 'Loki Laufeyson - Norse God of mischief' read his file, nothing more, nothing less. I couldn't be certain but my access to all things Loki was very brief and one sided. S.H.I.E.L.D (as usual) wasn't sharing the bigger picture.

I wouldn't let it bug me though, I had bigger problems then to worry about a mischief maker. He would be capture and dealt with tomorrow, no biggie. What I was really concerned about was how I was ever going to learn to control these powers. Urgh... it sounded so stupid. Powers, special abilities, my new assets. Either way, it didn't matter what you called them, I was a freak. Everyone knew it. From my advancing mental capacity to the occasional telekinetic movements I caused. Even my appearance suggested the worst. I'm not one for self-hypocrisy but I was having a wake up call, and it wasn't to good news. I didn't have anyone's respect. I didn't sign up for this, so it wasn't an honour like 'Captain America'. I wasn't a humanitarian looking to right my wrongs, like Banner. Heck I wasn't even a good agent, I got my all my partners kidnapped and killed. I could compare to Phil. He was a super agent. He didn't look like much but everyone knew there was more than meets the eye when it came to him. He earned Fury's trust and approval which was impossibly hard, but he did it. And somehow I ended up with the powers.

There was only one thing I could do. Earn their respect. Earn everyone's. Shoot for the moon, land amongst the stars and all that jazz. There was only one drawback, I had no idea how to do it. I had to guess then. I speculated that in order to gain a morsel of their respect I had to control my abilities. There would be no more panic attacks and messing with planes. I would need practice though, I couldn't expect to do things over night. I opened a page on telekinesis on my tablet and began to study.

"Birds gotta learn to fall before it can fly." someone said from my door's archway. Flicking my head up to face the voice, I saw nothing. Nothing at all.

"Who's there?" I asked cautiously, un-nerved slightly. There was no reply. I scrunched my hands into fists and prepared to fight someone if I had to. Vigilant, I edged forward to the doors margins. Suddenly someone walked past the doorway and as a first reaction I lashed out punched in the air. My hook met the nose of someone I was trying to avoid. Someone I really didn't need to be punching and poetically owing to my over-reacting tendency I added an extra force sending them down. I had punched Captain America.

"I'm so sorry!" I said immediately. I got down to level with him and looked at the damages I had caused. He wasn't bleeding, thank god, but it would bruise nicely.

"Wasn't expecting that when I came down to get you." he chuckled to himself. I didn't find it funny. If it had have been anyone else, I don't know what the damage could have been.

"We've found Loki in Germany. Fury wants you to tag along. Said something about training on the job."

"You mean that I actually get to go on a mission again?"

"Thats what I said. Come one we don't have much time."

He turned and headed down the hallway, making a left where he should have turned right.

"Right." I pointed. "If you're in a hurry, turning left will take you a mess hall."

"Yes..." I turned on his heel as if there was nothing wrong. I leered at his pride. Pride will get us no where.

* * *

I know this chapter is a bit boring but I really wanted everyone to get a better insight into how Emily ticks. Also I felt I was straying away from her character, I'm not sure if she's headed down the sue path but I've been trying my absolute best to keep her as natural as possible. Please leave a review, I'm a bit lost on feedback. I don't know how you guys feel about it. Remember the more you comment the more i can learn and make the story better!


	11. First Name Basis

Hey everyone! So up this chapter is the beautiful song "Venting" by Chrisophe Beck (Seeker- The Dark is Rising Soundtrack) Did you see the new cover photo? ;)

* * *

**Chapter Ten**

"Where to?" I asked pessimistically as we boarded the Quinjet again.

"Stuttgart. Germany." Natasha Romanoff replied, seating herself in the pilots chair, "Buckle up."

With a few quick pushes of buttons the jet was in flight again, and I found myself regretting my decision. I was under-trained and my powers only attributed to my lack of qualifications. If I made it back alive tonight I needed to remind Fury to leave me in the dojo.

"How extensive is your training?" Natasha asked, multitasking.

"Officially I trained for two years before they put me on assignment, though after a few recent...'mishaps'... they put me on security duty at the old base. I suppose you know the rest of the story." I began to mumble.

"So... are your spin, roundhouse, underfoot kicks up to scratch?" she queried.

"Hmm..." I began to think, "Not so much."

"How bout' gun handling? Whats your shot count."

"Last time I was tested about seventy out of a hundred."

"Not too bad. But you're gonna need some serious training before I let you off this jet."

"I wasn't exactly excited to tag along." I replied. Then there was silence. Rogers sat across from me and occasionally I would notice him stare at me. I would meet his eyes momentarily then flick my gaze elsewhere, avoiding any awkwardness. He seemed interested in me, in an annoying 'Phil-like' kind of way. Less fan-boyish though.

Reaching my hand into my jacket pocket I found Phil's coin. He must have slipped it in there when I wasn't looking. I weaved it and around my fingers, referring closely the notes I had read on telekinesis. A lot of the key was to focus, properly. Visualize in your head want you wanted the object to do. In my case in needed to be less split second and more voluntary. I starred down at the coin and placed in gently into the middle of my right palm.

"Okay," I thought to myself, "What do I want the coin to do? I want it to hover over my hand."

Breathing in deeply and closing my eyes I focused on what I wanted. The feat was not hard. All I had to do was to lift a little coin. Tiny and miniscule. Floating. Weightless.

The coin began to wobble in my hand, almost lifting. Opening my eyes I glared it off, concentrating harder and harder. Sudden the coin began to leave me hand and it hovered over my palm just like I wanted it to.

"That's amazing!" Rogers said, making me loose my focus.

"Huh?" I looked over to him as the coin shot up into the room, imbedding itself in the metal.

"Looks like I'm a little out of practice." I joked, Rogers had a small smirk forming on the corners of his lips.

"Actually, if you can do that to Loki, we'll be perfectly fine."

I found myself smiling back when I realized how stupid I must have looked. Smiling at the fact I had vandalized a plane. Clearing my throat I regained my impassivity as did the Captain.

"Well. Captain Rogers—," I tried to say something unrelated.

"You can call me Steve. Save the Captain for when we're on duty."

"Well... Steve...," I began smiling to myself again, "While I love being confused with my brother as Agent Coulson, Em is fine."

"Em..." he smiled to himself as well. Then the two of use went back to staring at our feet, the goofy smiles slowly receding.

"Anyway. About what you said before. Birds gotta learn to fall before it can fly. What did you mean?"

"Pardon?" I said confused.

"When you came to my room to get me." I insisted.

"I didn't say anything. I came down the hall and then you punched me."

"No, but you had to have..." I stopped in thought, "If it wasn't you then who could it have been?"

"Maybe just your imagination." he proposed, remembering about his nose and rubbing it.

"Yeah, maybe."

I had no idea where we were. The Helicarrier could have been anywhere before we got onto the Quinjet, so I had no way of calculating the distance of our previous positioning in relation to Stuttgart. I had been on the Helicarrier for a good two hours before we left and we'd been flying for at least an half hour now. Both the Helicarrier and Quinjet were advanced transport modules and the Helicarrier housing engines that could travel cross-continentally within an hour. If we were on our way to Germany, judging from possible flight paths we could be there in little from ten minutes to another four hours! They wanted to find Loki sorely so I sided with the initial thought.

"We're fifteen minutes away. Get hooked up to your earphones and get ready to drop." Natasha said pointing to some earpieces behind us. Nice guessing on my part.

"I'm not using any of them. I'll do things the good old fashioned way." Steve said.

"Your call." Natasha replied, slightly annoyed. Steve stood near the back of the jet and held on as slowly we could see something ahead. In the middle of the city center was a mass of people, bowed down to one central figure; Loki. Decked out in some kind of antlered costume he swung around a glowing blue staff, that I remember all too well.

"Going in." Steve shouted as Natasha opened the back door. As we neared I saw one elderly man rise from the crowd, harshly greeted by Loki's murderous chuckle.

"Wait." I cried, holding Steve back. Loki was too pre-occupied to notice the Quinjet hover silently above him.

"—In the end you will always kneel." Loki bantered.

"Not to men like you!" retorted the brave elderly man.

"There are no men like me!" Loki laughed again, how proud he was of himself.

"There are always men like you."

"Look to your elder people, let him be an example." Loki lowered his staff, aiming it in the man's direction."

"That's enough." Steve said, "I'm not watching him kill a man," jumping from the jet. Just as Loki fired a blue blast Steve reached the ground and used his shield to deflect it. It reflected off the unbreakable metal and hit Loki, sending him down for the count. Or at least thats what I thought. As people screamed and scrambled away his head shot up.

"You know, the last time I was in Germany and saw a man standing above everybody else we ended up disagreeing." Steve said.

"The Soldier," Loki laughed, "The man out of time."

"I'm not the one out of time here." Steve snipped back. The plane flew around and I heard the guns cock from underneath the plane.

"Loki, drop the weapon and stand down." Natasha said over the speakers. Loki glanced around eagerly then shot another blast up into the sky. Towards us. Natasha swerved it at the last minute, though I was standing at the back of the plane barely holding on as the door was open. The jolt knocked me off balance sending me plummeting forward, out the plane. At the last second I grabbed onto the edge of the doorway, latching on for dear life. Meanwhile, below I could hear the clashing of Steve's shield and Loki's staff and the helpless grunts from each as they fought.

"The guys all over the place." I heard Natasha say to her co-pilot, obviously not noticing I was handing 30 storey's out of the back of her plane.

"A little help here!" I shouted from the back. I couldn't hold on much longer.

"Oh my God." she said whipping her head around. Then, out of the blue, something happened that I was not expecting. Rock music began to flood from the radio and all the surrounding speakers.

"Agent Romanoff. You miss me?" said a cocky little voice. Tony Stark. Turning my head I saw a blasting Iron-man coming around the corner of a building. Just in the nick of time. He zoomed past the back of the jet and grabbed me, firing a blast at Loki simultaneously. Landing, he placed me down and let little rockets and guns appear out of his suit and aim at Loki. Feeling a bit out of place and Steve retrieved his shield I pulled out my gun and pointed it at Loki's head.

"Make your move ranger." Tony dared. Loki was lost. His armour shifted back to a slightly more normal attire, and his hands put up in the air. Tony's weapons retracted and he stood upright, "Good move." he commended comically.

"Mr. Stark." Steve said thorough heavy panting.

"Captain. Panic."

"Nice work." I laughed as Loki starred at us all like a tiny mouse.

Loaded on the plane, Loki didn't utter a single word. Steve and Stark stood huddled at the back of the plane while I began a staring competition with Loki.

"I don't like it." Steve said, turning away

"What? Rock of Ages giving up so easily? Tony joked.

"I don't remember it being that easy. That guy packs a wallop." A wallop? What's a wallop. Would have to google that later.

"Well you are pretty spry for an older fellow." Tony added. I was waiting for him to make an age joke. "What's your thing? Pilates?"

"What?" Steve said, slightly pissed and confused at the same time.

"It's like calisthenics. You might have missed a couple things. Y'know, doin' time as a... Cap-sicle." I laughed. Steve looked at me and I went back to staring at Loki.

"Fury didn't tell me he was calling you in."

"Yeah, theres a lot of things Fury doesn't tell you."

I ignored them and began to study the silent villain when a bolt of lighting flashed from the sky and made me jump.

"Careful." Steve warned, making sure I wasn't going to mess with the plane like before."

"I'm fine. Where did it come from?" I said as there was more thunder and lightning all around. Everyone looked outside the plane except for Loki and I. He was up to something. There was a loud crack and he shot his eyes to the sky.

"What's wrong. Scared of a little lightning?" Steve asked.

"I'm not overly fond of what follows," Loki replied ambiguously. That made everyone shudder. What did he mean? That was it! When reading about Loki it said that they had first encountered his brother a year before; Thor. And if I was up to date on my Norse Mythology, Thor was the God of Thunder.

"Incoming." I said, Loki stared at me and knew I had worked out his plan. BANG! there was a loud thump on the top of the plane and everyone looked up. Without haste, Stark grabbed his helmet. Again I gripped onto my gun and made my way in front of Loki. Stark walked to the back and 'unbuttoned the hatches'.

"What are you doing? Steve shouted as a caped figure landed inside the plane. Thor. Stark stood in front of him protectively only to be bashed backwards by Thor's overly large hammer. Staring down Thor I hoped he wouldn't have the guts to hit a women, I cocked my gun. I was absolutely crapping my pants and behind me Loki's seatbelt fastened tighter around him.

"Sorry." Thor said as he thrust his hammer towards me. I force field of some kind stopped his weapon short of me but the power behind it, sent me backwards with Stark. Hitting my head hardly on the walls of the plane. He ripped the belt from Loki with slight trouble and grabbed Loki by the throat flying out of the plane with his hammer in front of him.

"Em!" Steve shouted rushing next to me. I sat up straight away to show I wasn't harmed.

"I'm fine. Just a slight bump to the head!"

"And now there's that guy!" Stark said angrily, standing up.

"Another Asgardian?

"Do you think he's friendly?" Steve said, pulling me to my feet.

"It doesn't matter. If he frees Loki or kills him, the Tesseract's lost." Stark said turning and following him.

"Stark! We need a plan of attack!" Steve shouted at him.

"I have a plan. Attack." and with that Iron-man jumped from the plane and zoomed off to go find Thor. Steve sighed and went over to grab a parachute.

"It's Thor. It's Loki's brother. He won't kill him. Trust me." I said.

"I'd sit this one out Cap'." Natasha added.

"I don't see how I can."

"These guys come from legend. They're basically Gods."

"There's only one God ma'am." Steve said as he wrestled to put on his parachute. "And I'm pretty sure he doesn't dress like that." Then grabbing his shield jumped from the plane and was gone.

Finally. My head was pounding with agony. I reached back to see if there was a lump only to be greeted with sticky wet fluid fresh in my hair. Blood. I held my hand back in front of me. It was coated in it. I must have split my head open banging it into the wall. Touching it had stung but at least I knew I could take care of it now. I was faint though. Loosing blood and quick. Where was the first aid kit?

"Ugh... Agent Romanoff?" I said slurring my speech as I went. "I need a little medical attention, if you could spare a few seconds."

Leaning up against the wall for support, well away from the opened back, I tried not to freak out. It was probably a minor cut that just bled a heaps. Nothing to worry about. From outside I could hear a battle going on below and shouting. More throbbing and pain. I held the wound as Natasha attempted to put the plane in autopilot. My vision was getting hazy too my also became balance off center. Fumbling around I knew that I was kidding myself. I needed medical help and quick. Everything was distorted, all I could do was close my eyes and focus on sounds. Though that was my one fatal fault. Closing my eyes didn't help, it only made passing out that much easier and within a few seconds I found myself hitting the floor with a thud and Natasha's shouts and shakes failing. All I wanted was to be back on the Helicarrier with Phil, away from all the drama. Then, darkness.

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Eeeeeppp! So? Do you like? Finally we get to add Thor and Loki to the list of characters Emily's met. I know her fainting might be getting a little old but I can assure you this is the last time :P. In the next couple of chapters you are gonna hate me if you're looking for romance... XD. Also did any of you pick up the hidden avengers soundtrack song name in there... Guess right and the next chapter will be dedicated to you! Anyways... despite my begging for reviews and feedback I didn't get much at all. Seriously guys, review I need to know what you want!

P.S. I'm going after this but I just reached 80 subscription alerts for this story. Thank you to everyone who sub'd! The max I've had before this if like 13... MAX. So 80 people that are interested in my my story =MIND=BLOWN!


	12. Galaga

Hey everyone! So I think this is my longest chapter to date and probably the most movie correct. I got my hands on certain parts of the script and incorporated them into this chapter. There was a retarded issue with the last chapter I posted that most of you picked up on. For some bizarro reason it uploaded chapter eight and then I re-uploaded a new file and it still read chapter eight and it was all weird and then it fixed itself so yeah that was odd...

I don't have a song from this chapter but next time things are going to get reallllllllyyyy interesting! Sadly no one caught onto the hidden song title I snuck in last chapter and I'll tell you guys what it is next time! A shout out to my most dedicated reader ConfusedSoamI, your crazy reviews make me smile everytime I read them. Thanks for the tons of suport from everyone... JUST REACHED MY 90TH SUBSCRIBER! Can we make it to 100, I hope so!

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**Chapter Eleven**

"She's waking, Coulson get in here." Maria Hill commanded as a scurry of feet sounded around my bedside. Upon opening my eyes I was greeted by a smile filled with a half eaten sandwich and an eggy odor that could have been turned into a weapon. Phil closed his mouth as I scrunched up my nose and pushed him away. My head was sore and I knew exactly why.

"So I'm not dead. Pity." I said sitting up in my bed. I was inside the medical wing in a private room, had the helicarrier map memorized in case I ever needed an escape route. Room B48 if my memory served my correctly.

"You've been out for at least six hours, concussion. Though you've healed nicely." said a comforting voice, Black Widow entering the room.

"Sorry about the shock..." I apologized quite sincerely, "Hurt, but I might have overreacted like usual."

"No damage. Just glad to see you up. Most people would be probably passed in a coma from the injuries you sustained." she said sweetly, well as sweetly as she could muster up.

"What do you mean 'in a coma'?"

"I'm not the expert here, but from what I've been told, that noggin of yours can protect itself pretty well. It healed itself in triple the time an average person's would."

"Ahh. Remind me to thank it later." I cringed. Another thing I could add to my wall of weird. Phil sat on the side of my bed and clasped my hands in his.

"No more scares like that please." he said earnestly.

"Yeah, well I wasn't exactly planning on it."

"Thor came in before, felt bad." Phil said with a chuckle.

"WHAT? You let the crazy god on the helicarrier with us!" I screamed jumping out of the bed and on to my feet in an instant.

"Wait! Sit back in bed! They don't know if you've healed properly yet." he bounded after me.

"Where is he! Really, after he could have killed me, you're all buddy buddy now?"

"Miss Coulson! Get back in bed." Natasha commanded, blocking my exit. It wasn't like I was going anywhere anyway. They had put me in standard medical-wear, if I tried to run anywhere I'd give anyone I passed a lovely view of my naked rear. As beautiful as it is, it's not something I like to promote.

"Can someone just sign me outta here. I having training to get back to." I complained, trying to pretend I wasn't defeated.

"I'll call some doctors back and they can tell you whether you're ready to check out or not." Natasha proposed. I nodded and sat on the covers of the bed.

"Not as soft as yours." I said to Phil, "You'll never share your secrets how you got hold of it will you."

"Never!"

"You know I'm sorta getting a hang of these... powers." I hesitated. Still sounded ridiculous, "I lifted that coin you gave to me, without being terrified and I'm working on my paranoia."

"That's great! But a coin is nothing." he baited.

"Fine. What do you suggest?"

"How bout'... that lamp?" he said pointing to a plain blue lamp next to my bed. It looked relatively easy. Just focus like before, visualize and it should work.

"Challenge Accepted." I laughed turning back to the lamp. I starred at it momentarily, when all of a sudden it jolted into the air and hit the ceiling.

"Crap!" I shrieked, unprepared for how quickly it would work.

"Well you can certainly move things. But it's still not in your control." Phil commended.

"Last time with the coin, though, it took me a solid couple of minutes of concentration before it even shook. This time, I didn't even have a chance to stare at it properly before it flew off."

"Hmm... interesting."

"Do you think it could have something to do with the bump on my head?"

"Possibly, though I believe it more likely to be the nature of your abilities in general. You're brain is like a sponge I suppose with the right instruction and training you could pick up anything in short amounts of time. From telekinesis to adoptive muscle memory. Anything's possible."

"Muscle Memory?"

"Replicate any form of physical action after seeing it performed once."

"So you mean I could watch someone say do a backflip and then do it, without ever trying it before?"

"Exactly."

"Cool..."

After the doctors came back (and after a lot of persuasion) they let me leave the hospital wing and go to the training facility, changing clothes beforehand of course! It was pretty much empty in the facility, most people were on duty elsewhere and didn't have time to work out. While I'd been out they'd got Loki back and Thor had decided to help our cause to retrieve the tesseract. Although Thor had now joined our side, I was not in a forgiving mood until I got a face to face apology. Loki on the other-hand hand been reprimanded and held in one of the tightest security holding cells I'd ever heard of. Suspended thousands of meters in the air, if he so much as scratched the glass around him his cell would drop from the ship and crash into the ground below. I wasn't sure what would kill an immortal god, but it seemed likely to the trick.

Going quickly to the weights I took the five kilo dumbbells and walked over near the other side of the room with them. One female agent, who was running the treadmill snickered at me as I walked past her. She had a hoodie on and her head was down so I couldn't see her face.

"Got a problem?" I turned on my heel to face her.

"Nah, just that five kilo's isn't fit for an ant. Leave the weights to the big boys." she teased. I rolled my eyes and continued on. I was out of shape, but I could still lift more than five kilo's. I wasn't planning on strengthening my arms, I planning on seeing how much weight I could lift with my mind. The shooting targets were to my right, so I left the snooty runner to herself and readied myself to hit some targets. I wanted to actually focus. It was all fine and dandy that things could happen without even trying, but controlling it would be the real trick. I dropped the dumbbells either side of me and then placed both hands over the top of them. Instantly they flew into the air and just before they reached my hands I stopped them, ordering them to hovering underneath. They weren't heavy, I knew they wouldn't be, so aiming at the targets and closing one eye I shot one from my left hand. It zoomed instantaneously only to clip the side of the circle.

"Darn..." I moaned. I would have to concentrate a lot harder if I wanted this to work. The target had five rings. The outer one white, then black, blue, red and yellow. I was aiming for yellow. I maneuvered the last dumbbell so it was at my center and both hands were in control of it. Aligning it with middle, I kept both eyes open, and took a huge breath in. Just like when I first began gun training it was vital to clear your head before you shot. If you were ever angry or pre-occupied you were doomed to miss. Swoosh! The dumbbell broke through the center of the target, pinpointed perfectly. I beamed happily and went to collect some more weights to trial my luck on. The strange agent was gone now, probably left when I started chucking weights, like feathers, around. The weight holder had wheels attached to the bottom so I quickly hauled it along beside me so each time I wanted to go a higher weight level it was much more convenient. Next up was the 10 kilo weights. Rather than picking them off the stand physically, I thought it much easier to just take the two I wanted with my telekinesis. It was all about training and testing myself so that's what I do. The more I practiced the more effortless my movements became. Almost as if it were an extra set of arms I had the hang of it down pack. While I had destroyed all of the targets and left them a hanging mess of broken wood and plastic, there was one final task. Combine all the weights in a pile and lift them together. Not an easy task, weighing well over 200 kilograms. I stacked them one on top of the other in a messy pile and shut my eyes. Without looking at the weights I could see them stacked up in front of me, a crystal clear image on the back of my eyelids. I knew the weight, I knew the shape, I knew the smell, the texture, everything and then I lifted them. It was odd, I had a strange feelings of serenity all around me. I had not yet opened my eyes, but I could feel the weights floating. Behind my eyes I saw the image of them lift, what I imagined was happening now. Without warning, someone entered the room, amazed at the site they dropped their beverage and gasped. I swung around and opened my eyes to find Phil, half cleaning up his coffee and half gawping at me. Secondly I noticed that I managed to lift a little more than my pile of dumbbells, every piece of equipment in the room had been mid-air as well. Loosing concentration everything slammed to the ground heavily, shaking the ground beneath our feet.

"Wow." he gazed, "Talk about possibilities."

"I didn't know I could do it, I swear." I tried to clean up the mess I had made.

"Don't apologise! It's not something to be sorry about. I'm just surprised, I wasn't aware how fast you would actually develop these skills."

"Are you going to tell Fury?"

"No, I think it best if we leave things up to his imagination. Anyway I came down to tell you the team is in the bridge and they want to see you up there pronto," he turned and paused in thought, "Do you think you could lift people?"

"I don't see why not. Stand still and I'll have a go." I proposed. He stood like a statue, arms by his sides and I couldn't help but laugh. I got a sense of his weight and presence then lifting my arms he levitated off the ground a few meters.

"Ahhhh... okay you can put me down now." he whimpered and with a gentle hand movement he was safe and sound on the ground again, "Let's make a deal that you never do that again to me."

"Is Phil afraid of a little levitation?" I teased as we left the gym in a mess. He hooked his arm around me and we walked down the corridors innocently, like we had nothing to do with the war zone in the gym.

"If anyone asks, we found the gym like that." we chuckled, then after a bit more walking he took a serious change.

"You know I think its time I tell you some—," he looked at me and his expression became shocked, "Em, your nose. It's bleeding." he reached into his pocket for a handkerchief. I reached up and felt my nose and indeed it was bleeding. Padding away the blood, Phil checked to see if anything else looked odd. He checked my ears, checked if my pupils were dilated and felt my temperature.

"You seem fine. Are you alright though."

"I feel as fit as a fiddle. Don't worry." I assured him as he began to fuss, "I'm fine."

"If you ever feel dizzy or sick, tell me straight away. Is that clear?" he commanded grimly.

"I'm fine." I argued.

"Are we clear? I don't know what I would do if anything happened to you." the corners of his mouth formed a brave smile and he brushed back some hair from my face.

"I promise." I understood. He wrapped me in a tight hug and then left.

"Gotta go get Stark. He's being a little bit of a drama queen."

On the bridge everyone was watching the security video of Fury talking to Loki. I tottered in and peered of Natasha's shoulder watching the video.

"In case it's unclear, you try to escape, you so much as scratch that glass," Fury opened up the hatch beneath Loki, his eyes grew weary, "30,000 feet. Straight down in a steel trap. Ant. Boot." he gestured to Loki and the machine. Loki chuckled and took a few steps backwards.

"Quite impressive I must say, but not built to hold me I think."

"Built for something a lot stronger than you."

"Oh, I've heard," Loki turned and stared down the camera knowingly, "A mindless beast. Make's play he's still a man. How desperate are you, that you call on such lost creatures to defend you?"

"How desperate am I? You threaten my world with war, you steal a force you can't hope to control, you talk about peace and you kill 'cause it's fun. You've made me very desperate and you might not be glad that you did."

"Oooohh. It burn's you to have so close. To have the tesseract, to have power, unlimited power and for what? A warm light for all mankind to share? And then to be reminded what real power is!"

Fury smirked, "Well let me know if real power wants a magazine or something." Then the monitor shut off.

"He really grows on you, doesn't he?" Banner said sarcastically. I laughed internally and had a seat a few spots between Natasha and Steve.

"Loki's gonna drag this out, so... Thor what's his play?" Steve said. He was still in his uniform I guessed everyone had been too stressed out to change. Even I had jumped back into my other clothes.

"He has an army called the Chitauri. They are not of Asgard or any world known," he turned to face the table and spotted me. I glared at him in disapproval, "He means to lead them against your people and they will win him the earth. In return for, I suspect, the tesseract."

"An army? From outer space?" Steve said, he looked annoyed.

"Perfect." I added.

"So he's building another portal. That's why he need's Erik Slevig for." Banner said.

"Selvig?" Thor questioned.

"He's an astrophysicist."

"He's a friend."

"Loki has him under some kind of spell, along with one of our own." Natasha said.

"Barton?" I asked her.

"Yeah."

"I wanna know why Loki let us capture him so easily." Steve opened to the group.

"I don't think we should be focusing on Loki. That guys brain is a bag full of cats. I can smell crazy on him. Again I tried to contain my laugh but smiled stupidly. It seemed to make Thor angry though. I was liking Banner more and more.

"Be careful how you speak. Loki is beyond reason, but he is of Asgard and he is my brother."

"Watch out Dr. Banner. If you get in between him and his brother you could end up in a coma." I snipped.

"He killed eighty people in two days." Natasha ignored me.

"He's adopted."

"I think it's about the mechanic's," Banner continued as Phil walked in with Stark along side him, "What do they need the iridium for?"

"It's a stabilizing agent," Stark shouted as he entered the room, half continuing his conversation to Phil, "I'm telling you. Take a weekend off, I'll fly you to Portland. Keep your love life... Means that the portal won't collapse on itself like last time."

"More like explode." I said.

"Yeah... Also it means that the portal can open as wide and stay open as long as Loki wants." he walked over to Fury's control panel and had a look around. Suddenly shouting and pointing, "THAT MAN IS PLAYING GALAGA! Thought we wouldn't notice but we did... The rest of the raw materials Agent Barton can get his hands on pretty easily. Only major component he still needs is a power source. Of high energy density."

"So he's going to tap the city's electricity. Like that'd go unnoticed." I said.

"He'd have to heat the cube to a hundred and twenty million kelvin just to break through the cool-room barrier." Banner said.

"Unless Selvig has figured out how to stabilize the Quantum toning effect."

"Well if he could do that, he could achieve a heavy Ion fusion with any reactor on the planet."

"Finally someone who speaks english!" Stark shook hands with Banner.

"Is that just what happened?" Steve asked confused as hell.

"Pretty much, we assume Loki didn't randomly select his little zombie minions. Selvig is at the top of his class in his field. He'd be one of the few people that could stabilize the chemical reaction of the Tesseract's power, the iridium and the power source. Otherwise instead the portal would, like Stark said, collapse on itself but possibly wipe out and entire state in a matter of minutes. The portal wouldn't be strong enough to withstand taking through one alien Chitauri thingy without disintegrating them in the process. Barton was _picked_ because he is one of the most skilled and trusted agents S.H.I.E.L.D has ever employed." I said in one breath.

"Ahh..." Steve sighed. I wasn't sure if that was anymore helpful.

"It's good to meet you Dr. Banner. Your work on Anti-electronic collisions is unparalleled and I'm a huge fan of how you loose control and become and enormous green rage monster." Stark greeted.

"Urghh.. Thanks?"

"Dr. Banner is only here to track the cube. I was hoping you might join him Stark. You too Agent Coulson." Fury entered the room. I was surprised he wanted me to help out, I only understood so much.

"I'd start with that stick of his. It may be magical but it works a lot like a Hydra weapon." Steve proposed.

"I don't know about that, but it's definitely powered by the cube and I'd like to know how he used it to turn two of the sharpest men I know into his personal flying monkeys."

"Monkeys? I do not understa—"Thor began.

"I DO! I get that reference!" Steve shouted out. I felt like doing the biggest facepalm. Everyone stared at him with an all agreeing 'Shut the hell up!' look. Stark did the most dramatic roll of his eyes and Steve sat there smirking like an idiot.

"Okay. Let's go Doctor, Agent Coulson." Stark said leaving the room.

"What?" Steve said puzzled by why everyone looked pissed off.

"It's alright. It's good that you... understand things." I reassured him patting him on the head before leaving. As I left I notice from the corner of my eye one of the control board specialist reopen a window of Galaga.

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Make sure you guys review and subscribe if you really liked it, I've made the chapter longer for extra enjoyment.


	13. Project Mastermind

Hey everyone. So after uploading yesterday I worked my butt of to write this chapter for the next day later. I am on such a creative high and I absolutely love writing every minute of this story. Sooooooo... song recommendation for this chapter is 'The Train by James Newton Howard (The Hunger Games - Original Motion Picture Score)' AND WE DID IT! I JUST REACHED _**ONE FREAKING HUNDRED**_** SUBSCRIBERS!** I can't thank each of you more I cherish each one of you and you're the ones that keep me going!

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**Chapter Twelve**

Up ahead the scientists jabbered on and I dawdled behind meagerly paying attention. Stuff about particle accelerators and atom splitting. I pulled out my tablet and began to look at the articles that Stark was given to read. Slightly complicated but if I reread it I would understand it. I wasn't in a studying mood, and taking the lead from both the scientists generally sarcastic moods, I decided I was in a pranking mood.

As we neared the door to Dr. Banner's laboratory Stark inserted his keycard to enter. I held them together as they tried to force their way open.

"Really? Locked out of our own lab...? Nice one Fury." Stark exclaimed. He swiped the card a few more times before I couldn't help but laugh. He turned and knew exactly what was going on.

"What? Someone need to liven up this place. It's dreary as hell." I chuckled brushing past them and allowing the doors to open for me. Stark and Banner walked straight in and powered up the computers. I took a seat on a stool in the back corner and continued reading.

"So you've really got a hang of those...tricks... haven't you." Banner said walking over to Loki's staff and picking up a gamma detector.

"Been practicing. I don't want another repeat of Thor almost putting me into a coma."

"Understandably."

He began to scan the detector across the staff and I thought it might be nice if I helped him out. Lifting from his hands (across the room) I swiped it around all angles. He took my lead and left to watch the monitor.

"The gamma readings are definitely consistent with Selvig's report on the tesseract. But it's going to take weeks to process."

"Try telling that to Fury. He runs and tight schedule." I said miserably.

"If I can bypass their mainframe and direct route to the homework closure we can clock this at around 6000 terra-flops." Stark added. I knew he was trying to cut me out of the conversation, I clearly interrupted his science-y bromance he had going on with Banner.

"All I packed was a toothbrush!" Banner laughed.

"You know you should come by Stark Tower some time. All top floors are R&D. You'd love it, it's like candyland."

"Thanks but the last time I was in New York I kind of broke... Harlem." Banner turned down politely.

"Well I can promise a stress-free environment. No tension, no surprises." Stark rambled as he drew out his electrical screwdriver and zapped Banner in the side.

"OOW!" he shouted. Then Steve the party-pooper came in.

"Are you nuts?" he attacked.

"You really have a lid on it. What's you secret. Mellow jazz? Bongo drums? Huge bag of weed?" Stark ignored Steve.

"Is everything a joke to you?"

"Funny things are."

"Okay boys, hate to break up the love fest but we have work to do." I stood up quickly spacing Stark and Steve apart.

"Threatening the safety of everyone on this ship isn't funny." Steve continued, "No offense Doc."

"It's alright. I wouldn't have come aboard if i couldn't handle pointy things." Banner re-assured him. I was still controlling the gamma detector and hit Stark over the back of the head with it.

"What's the big idea?" he complained waving his screwdriver.

"And I'll take that too." I said grumpily whipping the screwdriver through the air and placing it down on the desk.

"You're tip-toeing big man. You need to strut." Stark pointed with his finger instead. It was better that he didn't have any 'pointy objects' on him now.

"And you need to focus." Steve added.

"You think I'm not? Why did Fury call us and why not before? What isn't he telling us?"

"I'd sure like to know!" I said honestly. "I'd love to know what skeleton's Fury's hiding in his closet this time."

"You can't do the equation if you don't have all the variables."

"You think Fury's hiding something?"

"He's a spy isn't he? He's THE spy. His secret's have secrets. It's bugging him too, isn't it." he gestured to Banner again. Again with the bromance.

"Ahhhh... I just wanna finish my work here—,"

"Doctor." Steve called him out. Banner sighed and removed his glasses.

"A warm light for all mankind? Loki's jab at Fury about the cube. Well I think that was meant for you." he pointed back at Stark, "Even if Barton didn't tell Loki about the Tower it was still all over the news."

"The Stark Tower? That big ugly—," Steve went to say met by another glare from Stark, "Building in New York..."

"It's run by an Arc reactor, self sustaining energy source. That building will run itself for what a year?"

"It's just the prototype. I'm kinda all about green energy right now."

"So... why didn't S.H.I.E.L.D bring him in on the Tesseract project? What are they doing in the energy business in the first place?"

"I should probably look into that." Stark said making his way to a screen across the other side of the room, "Once my decryption program finishes breaking in."

"What! Let me see!" I protested snatching a small screen from his hand.

"I'm sorry did you say—?"

"Jarvis has been running it since I hit the bridge." Stark explain, I showed Steve the file on the screen. It was impressive. Even before my super computer brain days I was quite the computer wizz. Breaking into S.H.I.E.L.D restricted files was like walking on water as far as it concerned me, "In a few hours i'll know every dirty secret S.H.I.E.L.D has ever tried to hide. Blueberry?" he offered holding out a bag of them. We switched; I took a handful of blueberries in return for his screen. Steve typically turned it down. He wasn't happy about Stark's hacking and I needed to separate the two before world war three broke out.

"And yet you're confused as to why they didn't want you around."

"An intelligence organisation that fears intelligence? Historically not awesome."

"I think maybe Loki's trying to wind us up, this is a man who means to start a war and if we don't stay focused he'll succeed. We have orders, we should follow them."

"Following orders was never my style."

"Come on time to go," I attempted to push Steve out the door.

"You're all about style aren't you."

"Of the people in this room who is a) wearing a spangly outfit and b)not of use." Stark insulted. Steve's jaw clenched. I was standing between the two on them holding Steve's arms down and things weren't looking good.

"Steve, you can't tell me things don't smell funky." Banner joined.

"Just find the cube." he scowled and left.

"Why'd you have to go and be so mean. Now I have to go after him before he does something stupid like tell Fury." I moaned and left to chased after Steve.

Catching up to him down the right hallway I ran and called him, he attempted to ignore me and then stopped and waited for me to catch up.

"Steve. Ignore them. They just act that way because their big science geeks with expensive toys." I tried to calm him down.

"Yeah... but what they were saying wasn't wrong. They might be onto something... While Stark breaks into their files how bout' we do some digging of our own."

"What do you propose?" I said with a knowing smile.

"Come with me."

We got past security and made our way down to the security storage section. A large mechanical door stood in between us and what we were looking for. You needed a key card to enter. Steve grabbed it by it's hinges and began to push it open.

"Wait, wait wait! You're going to take someone's eye out, probably mine. I can do it and leave not trace." I stopped him. I stuck my hand out and felt for the lock inside the door. Within seconds I had found it and the door slid open, leaving no trace of our break in. We walked closely scanning the area for any guards on duty and when the coast was clear, Steve jumped up to a railing a couple of meters above us and hung his hand down to pull me up. Easily he flung me by his side, I got a slight head rush.

"I'm glad you're alright. I didn't get to tell you before because... well the meeting and then the tension between Stark —," Steve started to break the silence.

"I know, you don't need to explain yourself."

"I should have stayed on the plane. Agent Romanoff was panicking when she hand to land the plane to pick us back up. She knew you were alive, but you were bleeding so much. You just sat back up though when he knocked you down and you didn't say anything. I didn't know..." he blabbered.

"Are you saying you were worried about me?" I caught him out.

"Arghh...no. I mean yes, I was worried about a fellow team members safety. I didn't want anyone to die on my watch."

"On your watch?" I chuckled. He sighed and dropped his head.

"I've lost people before. It's not fun."

"I'd imagine not." I agreed. By now, Steve and I were stopped, starring eye to eye. Soundlessly I gazed at his determined blue eyes and he at mine.

"Urgh..." I cleared my throat and brushed past him, "What's that over there?" I noticed some crates. Steve turned around and followed me. I brushed some dust off the top of one and the crates read 'Phase two'. Steve ripped the lid off and inside sat cylinders of some kind.

"What is it?" Steve thought aloud. I reached inside and picked up the cylinder. There was a small button on the side of it so I pressed it. Instantly the cylinder opened up and I found myself holding a gun of some sort.

"I have never seen one of these before." I inspected it.

"Not your standard issue S.H.I.E.L.D weapon I'm guessing either." he added.

"I think this might have something to do with what Banner and Stark were on about. I mean, think about it. You've seen how Fury shut you down when you mentioned that Loki's scepter was similar to a Hydra weapon. Maybe he thought you were on to something. I have an idea." I stepped back and pointed the gun at the crate, "If this thing looks like it's powered by the tesseract in the slightest, we'll know."

"What do we do if we're right?"

"Well then Fury's gotta a lot of explaining to do." I said shooting the weapon. A blue blast of energy shot straight out of it's nozzle and disintegrated the crate before our eyes.

"Yep...ahh that's definitely powered by the Tesseract." Steve said clearing the smoke.

"WHO'S THERE!" shouted a voice from around the corner.

"Holy Mother of Christ! Take the gun and go!" I shoved it at him.

"What about you?"

"They're not going to do anything, were on the same side. I'll just hold em' off for a while. Take it to Stark, he'll know what to do with it!" and with that Steve got a head start and I stood ready to make it appear we were never there. Quickly thinking I jumped on the ground and lifted a nearby contain onto my left leg to appear I had knocked it over and it had fallen on me. In reality it wasn't even touching me and it's weight was hovering over me.

"Help! The container fell on me!" I shouted to decoy the guard. From around the corner the guard ran with his flashlight and gun at the ready.

"Jeez! How'd did you manage that." he remarked running closer.

"I was looking Director Fury, someone said he was down here. I came looking and leant on one of the containers and it just collapse on me." I lied. The guard tried to push it off my leg but I made sure it wouldn't budge. That's when Steve came back around the corner.

"Can I be of any help?" he called running along platform.

"Yeah, the crate fell on her leg. I'm not strong enough to move it." he guard said attempting to budge it again. Steve crouched down beside me and began to shove.

"Why the hell did you come back, I had everything under control!" I whispered in his ear.

"I thought you got hurt." he said confusingly.

"No. The thing's not even touching my leg."

"Would you let go of it then." he said pushing at it. So I did and he 'lifted' it off my leg and placed it back on it's shelf.

"I think I need to see a doctor! It's broken I can feel it!" I acted, crying out in agony.

"I'll call my superior over." The guard proposed.

"NO!" Steve shouted, "Um... I'll take her to the medical wing." he said picking me up. He was cradling me in his arms and I felt man-handled.

"Oh. I see a light!" I chimed on, I was going to play this to extremes.

"Quickly! She's worse than I thought!" the guard worried, "Take her immediately."

Steve turned and I pretended to faint, whacking him in the face as I flailed. He ran out of the security storage facility and made sure no one was watching before he put me down.

"You really have a knack for theatrics." he laughed.

"Where's Phase two?" I noticed it wasn't on him.

"It's alright I hid it in a wall opening." he walked a little further upwards and pulled it out.

"Good. Now onto the interrogation."

"What are you doing Mr. Stark." Fury said angrily, entering the lab before Steve and I. I had a dopey smile on my face and judging by the tension in the room, I needed to wipe it off quick smart.

"Ah, kinda been wondering the same thing about you." Stark interrogated.

"You're supposed to be locating the Tesseract."

"We are, the model's locked and we're searching for the signature now." Banner said. The two looked very smug, "When we get a hit, we'll have the location in half a mile."

"Tell 'em we'll get your cube back, no fuss." Stark calmed him down. Then Steve and I entered. His computer beeped and he looked back up at us, "What is Phase Two by the way?"

"Phase Two, is S.H.I.E.L.D uses the cube to make weapons." Steve slammed the gun down on the table, "Sorry the computer was moving a little slow for me."

"Rogers, we gathered everything related to the Tesseract." Fury crossed the room. I could smell the lies coming from him. For a leading spy he wasn't very good at lying, "This does not mean that—,"

"I'm sorry Nick, what were you lying?" Stark said turning the screen around to show a diagram of the weapon.

"I was wrong director. The world hasn't changed a bit."

"Did you know about this?" Banner questioned Natasha as both herself and Thor entered the room.

"Do you wanna think about removing yourself from this environment Doctor." she suggested, it was a good suggestion as everyone's agitation was only growing higher.

"I lived in Calcutta. I was pretty well removed."

"Loki's manipulating you." she neared him.

"And you've been doing what exactly?"

"You didn't come here because I bat my eyelashes at you."

"I'm not leaving because suddenly you've become a little twitchy. I'd like to know why S.H.I.E.L.D is using the Tesseract to build weapons of mass destruction."

"Because of him," Fury pointed to Thor, "Last year earth had a visitor from another planet because he had a grudge to match that leveled a small town. We learned that not only are we not alone but we are hopelessly, hilariously outgunned.

"My people want nothing but piece with your land." Thor added.

"But you're not the only one's out there are you? And you're not the only threat. The world's filling up with people that can't be matched. That can't be controlled."

"Like you controlled the cube." Steve said.

"Your work with the Tesseract is what drew Loki to it and his allies. It is a signal to all the realms that the Earth is ready for a higher form of war." Thor exclaimed.

"A higher form?" Steve questioned.

"You forced our hand we had to come up with something—,"

"A nuclear deterrent. 'Cause that always calms everything right down." Stark raised his brow.

"Remind me again how you made your fortune Stark?" Fury criticized.

"I'm sure if Stark still made weapons he would be neck deep." Steve said.

"Wait, wait wait. Hold on, how is this now about me?"

"I'm sorry isn't everything." Steve scoffed.

"I thought humans were more evolved than this?" Thor shook his head.

"Excuse me, do we come to your planet and blow stuff up?" Fury turned.

"Are you boys really that naive?" Natasha said. Fighting upon fighting I was sick of it. A rumpus of insults and lies. Then something caught my eye. A hidden tab on Banner's computer read 'Project X'. I crossed the floor, ignored by all the others fighting and tapped it to open it. There were folders with names. Dakota Arbor, next to it was Stanley Witmore, followed by some other familiar name's I had read about before, but I had never seen Dakota Arbor on the list they had given me. Tapping it, opened into another window with information on 'Dakota'. The first thing that struck me as odd was how similar she looked to me. Blue eyes and the same gingery hair, her nose was similar too.

'Name: Dakota Arbor

Description: Former S.H.I.E.L.D agent. 23rd test subject for the Brain Enhancement serum. Biological mother to Project Mastermind.

Current residence: Ryker's Island Prison, Sanitarium Wing.'

Project Mastermind was underlined, indicating there was a link clickable. So I clicked it, and I wish I never had.

My heart stopped, my throat went dry and my palms got sweaty. I pushed the screen away from me and stepped well away from it. Stark turned at my reaction and sighed heavily.

"You were supposed to get rid of that Banner." he scolded.

"I didn't know she would see it." he regret. Fury and Romanoff had stopped fighting too.

Staring me in the face was my own image and a long file description.

'Project Mastermind, born Emily Arbor now Emily Coulson, DNA fused with the Brain Enhancement Serum. Mother, Dakota Arbor. Father (deceased) Phillip Couslon Sr.

Born with the abilities the serum provided, no side effects noted as of yet.

S.H.I.E.L.D property until age 5, released at the wish of her biological father. Abilities and memories of first five years of existence were subdued with a reversal procedure.

Former Abilties:

Super Memory, Telekinesis, Pyrokinesis, Flight, Control and manipulation of Technology, Muscle Memory, Heighten Hearing, Fastened Healing

Recently powers re-attained by the engineering efforts of Dr. Georgio Rodrigues(deceased) and Dr. Paris Sanches(deceased).

Re-attained Abilities:

Super Memory, Telekinesis, Heightened Hearing, Fastened Healing.

Previous Guardian: Hawkeye a.k.a Agent Clint Barton (terminated)

Current Guardian: Agent Phillip Coulson Jr.

Along side it were videos, of me. I was tiny I must have been no more than four and they were performing tests on me. Horrible, horrible things. There was security footage of me locked in a padded cell as a toddler. I was screaming, crying. It was disturbing and traumatic.

"Okay, that's enough." Steve shut it down.

"What is this?" was all I was able to muster out starring coldly at the ground, then upon looking up I saw Phil in the doorway.

"What'd going on in here?" he asked stupidly. I simply starred at him frigidly, repulsed by his presence. No one could look at him, nor Fury.

"Em, are you alrig—,"

"Shut up." I yelled at him, "Do not speak to me you pile of scum."

"I don't under—,"

"Phil, she knows... Everything." Fury stopped him and at that moment I had never hated my anyone more in my life.

* * *

DUN! DUH! DUN! DUN! We are moving into scary territory now. You know what's coming next if you know the movie well ;)

**Or do you...?**


	14. Striking A Deal

I'm getting extremely psyched for the next chapters, I hope you are too. Depending on my mood, I might write the next few chapters to build up for a _sequel_, you never know! Depends on you guys too. I would love to know what your guesses are (direction wise) after reading this chapter. **SPOILER**: I'm going for a whole anti-hero complex. I want this story to be in your favourites for a reason and I hope you have come to love Emily like I have. She's an absolute pleasure to write for and I can't describe how much fun this has been creating this for all of you. Without further ado, the song suggestion for this chapter is (let's see if I can get this right :P) 'Coup d'état by Henry Jackman (X-Men - First Class (Original Motion Picture Soundtrack)

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**Chapter Thirteen**

My eyes felt puffy, but I would not cry. I couldn't show weakness, especially not after what they had done. They deserved no satisfaction.

"I'm trying to make sense of how I could be so stupid. How none of it went un-noticed. There was a reason why I got put on Project X in the first place. Any other agent would have been terminated or at least that's language you use to describe agents you don't trust anymore, being compromised is no longer an option. I was naive enough to think that I was a fast learner. You knew perfectly well why I picked everything up so quickly, didn't you!" I raised my voice at Phil. His eyes, deeply locked with mine, looking saddened; like a puppy who didn't get picked for adoption, "I could pick up things quickly because I had known it before. I had been experimented on like a worthless lab-rat as a toddler. I can't lay all the blame you for that, you were eleven when I was born, but Fury..." I turned and scowled at him in disgust.

"I was a baby. And all for your pathetic experiment, for 'science' sake, you lead tests on me and hid my true identity from me. Here I was thinking that I was a newly hatched freak, when I really born one. And my real mother, locked under a padded cell in the countries most notorious prison."

"She is insane." Fury reprimanded.

"And who's fault is that? It couldn't be any easier knowing your only child was stolen from you. No wonder she went mad."

"Emily, you need to calm yourself down. This is what Loki wants." Natasha put out her arms cautiously.

"Well then let him have best seat in the house. This isn't just a game of 'Who can Loki piss off Next'. This is my life and they had no right in screwing around in it." I screamed in her face, facing back to Phil, "I was your sister. Your family and you never told me? Didn't I have a right to know?"

"You still are my sister. We are still family."

"No! We're not!" I cut him off, "We. Are. Not. Family. We may share the same family, but you are no loved one of mine."

"I tried to tell you." he pleaded.

"When? When you abandoned me for weeks? When I you tranquilized me? When I was unconscious?"

"Today and then your nose was bleeding and you left before I could start to tell you."

"Oh you can do better than that." I shook my head.

"I thought you found out once before. When you first found the Avengers file behind my pillow, I thought it was the file on you."

"So you screamed at me? Like I had done something wrong?"

"At first I jumped on you because I didn't know how you'd react. Then when I saw that it was about the Avengers I had already over-reacted and had to play it out. I couldn't let you know anything. So when I told Fury, he advised me to avoid you for a couple of weeks while he sorted things."

"You know what. I'm sick and tired of your crap." I pushed past him in the doorway. I could bare to be in a room with him, with any of them. Fury, I wasn't surprised he'd stoop that low, wasn't even a far stretch for Romanoff, but learning my brother had known all this time really hit home. I couldn't bare to stand in a room with Stark and his inappropriately timed jokes, both Steve and Dr. Banner would only make me feel embarrassed if they tried to help me and Thor still hadn't apologized.

"Emily please don't go. Let's work this out." Phil called after me. I was halfway down the hall when I stopped and turned on my heel walked back at him fast paced. Practically nose to nose I glowered at him. I raised my hand by my side and formed a U shape, focusing on his neck. Instantly he began to cough and fall backwards.

"Em. Stop your... chocking me."

"Emily!" Steve called as he ran at me and tried to pull my connection away from Phil.

"Let's get this clear. I don't want to work anything out with you. I don't want to see you ever again. You've made me understand the really meaning of the word hate. In the words of the great Nick Fury, you might not be glad you did." I finished, releasing his neck and pushing Steve away. I walked back down the hallway and left as everyone stood standing, shocked, disgusted and worried.

"You speak of control, yet you court chaos." I heard Thor say as I hid around the corner and listened in.

"That's his M.O. isn't it? I mean what are we, a team? No. We're a timebomb!"

"YOU need to step away." Fury said to Banner.

"Why shouldn't the guy let off a little steam?" Stark added smugly.

"You know darn well why! Back off!" Steve shouted back. I stopped listening and continued walking. I couldn't deal with anyone else's problems right now. I couldn't speak to anyone without them lie to me or try to comfort me, two of the things I didn't want to hear at all. There was only one person on this entire ship that wouldn't do that. And he was sitting in the tightest security cell ever made. That person was Loki.

There was no way I was getting in there without being caught on security cameras. I figured though, with a little of my previous hacking skills I could switch the security footage of Loki from now to half an hour ago, giving me enough time to get in there and speak to him without being caught. The security center was located a few meters away from Loki's prison and if I was practiced enough to perform a 'Vulcan death grip' I should be right to knock out the guards for a few seconds just to change the monitor system around.

It seemed odd that I would go to the most renowned liar on this ship to get away from lies. But in my mind in made perfect sense. I had Thor say it before, admittedly much more light-hearten in meaning, but I had heard him say it none the less. Loki was adopted. More than anything I needed to get away from my own thoughts and speak to someone with advice in the situation. I didn't want to hear an apology. I didn't want to hear people try to tell me to calm down or that they'd help we work through it. All I wanted to do was trash talk. To exchange my story with someone else that knew what it felt like to be lied to everyday of their life. To live without ever knowing who they truly were. Loki would give me that.

I got to the security room hastily only to find at least six or seven men inside. Even with my abilities I couldn't take all of them out without one sounding an alarm. I paused at the door and thought. I didn't want to speak to Loki, I needed to. In the file I had read on myself it said that I could 'control and manipulate technology'. Most of my other abilities came so naturally because I had already learn't them. Who's to say with a little will power what i could achieve. I needed contact with some kind of electrical wiring that hooked up around the carrier. Removing a piece of panelling from the hallway I found an array of cable's running along behind the wall. Grabbing all of them in my hand, like a leech, I found myself drawn through the cables. To compare the feeling, it was like my consciousness had left my body and was searching through the currents like a maze. What I wanted wasn't far away from me, only a few sharp corners and I was into the security systems database. Accessing a file for a half an hour playback I switched the live feed for the old one, faster than anyone in that room would be able to tell. Then I felt a shake on my shoulder. At once my consciousness was jolted back into my body. I turned around to find no one standing there, maybe I had imagined it. Regardless I put back the panel and left to go find my new adoption buddy.

There were two measly guards out the front of his high security prison, reasonably pathetic for something that was supposed to be impossible to escape from. Maybe from the inside.

"Hello boys." I teased walking around the corner, tossing my hair back and smiling sweetly, "Care for a nap!" I held out my hands and they went flying down the sides of the hallway, thumping into the end and knocking themselves unconscious.

To reach Loki I had to ascend a spiral of stairs, which I did without haste. My heart beat heavily in place as I reached the top to find the mischievous Loki in him glass death trap. My face turned stern as I paced slowly around him until I reached a ledge that jutted out and sat, cross legged, in front of him. Silently he made his way over and starred down on me. I looked up at him and couldn't find the words to say.

"Did you know? Did Barton tell you?" I said flatly. He seemed to know exactly what I meant instantly, but wouldn't reply.

"It's okay, I switched the security footage. We have half an hour before they realize I messed with their gadgets."

"Yes." he replied simply. Another minute went by in silence as I thought of the next thing to say. Again I starred at him. It was so quiet you could hear a pin drop. I stood back up, equal with him.

"Everything has been a lie and I keep feeling like somehow it's my fault. Like I deserve it."

"Barton was your guardian before he came to learn the light. He spoke very often about his opinion on your situation, even under mind control. Your 'situation' is something, most people wouldn't understand. But it's never your fault. Do not mistake my understanding as compassion, though. While I can't go anywhere to escape you, it is my choice to stay on this side of my prison and speak with you. Once, I've been in your place, asking myself the same things you are. You blame yourself. You ask why. You question your feelings. Don't," he said blankly, "Ask yourself the right questions. Rather than cry about how they wronged you, ask yourself. What am I going to do about it?"

And then it hit home, because he was right. In every single way right. The feelings were there, the blame, the guilt. All not my fault. I was not one to sob and complain. I was an action sorta girl. They, Phil, Fury, S.H.I.E.L.D, had hurt me in ways I didn't think possible. They had done such terrible things to me that all I could think about was getting them back. Making them pay for what they did to me.

"I'm going to get payback." I told him.

"Good choice." he smiled back.

"I want to make a deal." I proposed.

"Go ahead."

"I'm switching sides," I said drastically, "I'll help you make your escape if you promise to help me tie up a few loose ends around here. I want Fury dead and I wanna go after the board of directors too."

"What about your devious older brother?" he enquired.

"Leave him out of it." Loki raised his brow and cocked a smile to the side, "Do not lay a finger on him. I'll do anything you want, but my brother is my own problem. Give me your word." he smirked and paced his cell.

"My escape is not an issue." he clued me. I smiled back as I caught on.

"Everyone always knew you were up to something. Barton's already on his way, isn't he?"

"Well it doesn't take a mastermind to figure that one out." he joked, I rolled my eyes at him,

"I have a better idea on your side of the bargain. In switching sides you must to come work as my right-hand woman, per-say. I've heard of your quite impressive resume of security guarding, care to be lead of security. If you agree, then you have my word. I won't lay a single finger on him."

"Deal."

"When does the prison break occur?" I asked.

"Tee minus ten minutes and counting. I need you to do one more thing for me though. Can you leave a nice message for Stark when he gets back into his suit. Think of something funny." he asked. I nodded and turned to walk away. As I reached the top of the stairs I turned back to face him.

"How did you know I wasn't lying. Why did you trust me."

"I lie for a living. I've come to know when people are being truthful or not."

"I'll see you soon."

All I had to do now was vandalize a millionaires pride and joy and I would be well on my way out of this joint. I walked slowly out of the prison and smiled to myself a bit to happily. I passed one of the knocked out guards and stepped over his flopped out body without a care in the world. I waltzed towards the storage bay where, undoubtedly, Stark's suit of armour would be packed away. I had almost five minutes left until all hell broke loose on this flying whale and I was going to enjoy every last second of it.

It was then, when I felt the first engine blow off.


	15. Letting Go

This is it everyone. The peak of the mountain, you have reached! Get the kleenex out because things are about to get NAS-TAY! A few songs for this chapter due to it's sheer size. First off: 'The Compound' by Patrick Doyle (Thor (Original Motion Picture Soundtrack), 'Venting' by Christophe Beck (The Seeker - The Dark is Rising OST), 'Mutant and Proud' (SPOILER: for the heart-wrenching death scene) by Henry Jackman (X-Men - First Class (Original Motion Picture Soundtrack), 'Rue's Farewell' by James Newton Howard (The Hunger Games (Original Motion Picture Score) and _FINALLY _'Science and Magic' (SPOILER: for da sexay scene, lol jks) by Patrick Doyle (Thor (Original Motion Picture Soundtrack).

Enjoy my minions!

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**Chapter Fourteen**

Thrust to the side, I avoided a container that almost dropped on me. Loki's timing had been off. I knew straight away that I had to find Barton and make it back with his team once Loki had been released. But I had this bad feeling in my gut, judging from the way the plane tilted when the explosion went off, engine three was down; the engine that was located almost adjacent to Stark and Banner's laboratory. As much as I hated Fury, the others weren't supposed to be my target. Despite my pride, that I had desperately wanted to hide, my team needed me. They could consider it my final favour.

There was no time to hang about, I would check on the team and then find Barton. That was it. Running I got to the top level and made my way to the lab in a matter of minutes, to find it cleared out, but in ruins. Some of the computers were still online. I ran over and began to check if Stark's suit was online yet. Switching a few settings, I connected into Stark's communication systems.

"Stark, can you hear me?" I spoke. There was no reply, the audio was jammed on the computer. Thinking quickly, I grabbed a nearby earpiece from the ground and linked it up with the ships communication system instead.

"Stark? Can you hear me?" I repeated, "It's Panic. Where is everyone? I'm back in your lab."

"Nice of you to join us." he chuckled on the other end, "What's going on is someone just blew up engine three. Fury's gone to the bridge, Romanoff, Banner and Thor have disappeared and the Cap and I are outside trying to make sure that everyone on this ship doesn't die."

"Outside?"

"Fixing the engine. Between you and me, I could do with a little help out here. Rogers doesn't exactly speak english."

"You mean he doesn't speak computer..."

"Yeah. Get your butt down here. We're on level four."

"Give me a minute." I told him and opened up a window on Loki's security prison, happily smiling to himself. Then there was a giant roar that shook the carrier just as much as the explosion did.

"I guess we know where Banner is." I laughed back at Stark.

"Nope, that was just my stomach rumbling. I haven't eaten all day."

Checking the rest of the ships security, I found Barton headed for the bridge.

"Raincheck on fixing the engine." I whispered to myself, then powered down the computer and made my way to find my ticket out of here.

Another whirring noise started as I made my way to Barton. The plane dropped to the right and I went flying again.

"It's Barton. He took out our systems, he's headed for the detention cell. Does anybody copy?" Fury frantically yelled over the wireless headpiece. I didn't respond. he couldn't know what I was up to, but changed my course. Breaking into a run I caught sight of Barton along the east mechanics corridor, the one meters away from the detention cell.

"Clint!" I shouted. He turned around, his eyes icy blue. Raising his bow he fired a shot straight a me. I sped through the air quicker than light, I only stopped it inches from my left eye. I hovered there for a second before I whacked it away.

"Clint. I'm on your side. I'm here to help." I insisted. But he didn't know, how could Loki have told him? And unlike my godly friend, he didn't have killer instincts when it came to lying.

"Go on ahead. I'll take care of this." he told his men and they carried on. My heart jumped into over-drive. He ran at me, his bow aimed and fired. I dodged it, only to be hit from above by his bow. Knocking me to the ground he stood on top of me and aimed his bow again. I pushed him off and stood back up. Meeting a kick to the stomach I held his foot centimeters away and twisted it to smash him into the ground. I was on top now or at least thats what I thought until he kicked me from behind. Into my chin, I hobbled back as he began another runner. Latching on to the pipes on top of me, I swung and kicked him backwards. He dodged and grabbed my legs and threw me to the ground, smashing me down heavily as he went. That was it I was done for. I shut my eyes and hoped he would get it over with quickly. Then there was a grunt as Barton's weight was shifted off me.

"Emily, RUN!" shouted Natasha. I opened my eyes and did as she said, "Go find Stark!"

Natasha threw back Barton and I ran as fast as my little legs could carry me. I had no weapons, if I was going to be of any use I needed to find one and quick. I would find Loki before he left and leave Barton alone.

There was a passed out agent on the ground up ahead, with his gun still in his pocket and (almost hidden) a knife in his boot. I took them and properly made my way down to level four.

"Stark, I'm almost there." I told him.

"Do us a favour and bring grandpa his shield please. He's getting creamed."

"He can hear you!" Steve interrupted as I heard gun fire in the background.

"On it." I said. I stuck out my arm and felt around the ship for Steve's shield, it's presence. I caught a hold of it and pulled. Throughout the ship I dragged it, through walls, stair cases, windows. Then SMASH! It landed in my hand. I turned the corner to find six agents shooting at where Steve and Tony were supposed to be; Loki's men.

"Incoming!" I yelled and threw the shield through the air, knocking the shooters out as I went. The shield settled in Steve's hand with a gentle thud and I jumped my way over to him as a new batch of soldiers charged in behind me. I was on a lower level than him and the stairs had been destroyed.

"Quick, grab on!" he called reaching down his hand, yanking me up as swiftly as before, moments before the next round began firing. Hiding me behind his shield and a gun in hand, he tried to single handedly fight off our attackers. As strong as his shield was, they were making ground and forcing us backwards.

"Let me go at them!" I screamed from behind him, jumping out into the gun fire. I reverberated the bullets that were shot at us, into the agent's shoulders knocking them all out.

"That wasn't too hard." I gloated, not paying attention as one of the agents grabbed for his gun again.

"Watch out!" Steve called jumping in front of me again as the agent fired over our heads. In the chaos I ducked and stepped backwards, only there wasn't anywhere to step backwards; only down.

Slipping and falling backwards I screamed, latching on to a loose pipe in the nick of time. With another shot, I heard the agent fall down.

"Em! Em? Where are you!" Steve shouted, leaning over the edge. I caught sight of his head as I tried not to move, my body suspended precariously in the air.

"Grab my hand!" he reached down. I extended one hand to try and reach him, but it was too far.

"Swing." he screamed.

"Cap hit the lever." Stark said over the earpiece.

"I can't right now!"

"Steve, you've gotta pull the lever, otherwise Stark's gonna become ground meat!" I yelled back. He was glaring at me intensely, he didn't want to leave.

"I won't let you fall." he cried. Swinging hundreds of feet in the air, just my luck that the pipe began to move, began to shake, began to tear away.

"Hold on! Please!" his voice was desperate and he tried to reach out again, I could swear there were tears in his eyes.

"You've gotta let me go." I said flatly, trying not to cry myself.

"Lever! Now!" Stark called again.

"I'm sorry." I said, as he reluctantly jumped back up to pull the red lever. The pipe lost it's place and fell from the ship. Steve jumped back over the edge to see me fall.

"NOOOOooooooo!" he howled. I shut my eyes as my stomach filled with the most paralyzing butterflies, I curled into a ball as the air rushed past me, if only I could fly. Everything went numb, all I could do was wait. Wait for a few more seconds and it would end, everything would be over. No more worries, no more hate, no more anything. Worst of all, the thing that I never would have dreamed as my final thought, no more Phil. Then I hit the ground, or at least I thought I did. There was a tremendous force that hit me square on, vibrating throughout me. I had stopped for sure, but I did not feel pain. I didn't feel like I was dead either, but then again, how would I know? Gradually I opened my eyes and almost, literally, crapped my pants. I wasn't dead, not in the slightest, and I wasn't on the ground. I was... flying in the air. Sprawled out like a starfish, I dared not look down, nor did I dare tempt my unknown powers by focusing on anything else other than flying. I had to get back to the ship. I didn't know how to move but I suspected that flying was similar to telekinesis only rather than moving objects I was moving my own molecules, creating a negative force between myself and ground, therefore simulating flight. Then coming closer towards me was a plane, no... a person. Stark! Faster and faster he flew, I was unsure whether he knew that I wasn't falling. By the time he reached me, he didn't have to be wearing a mask to show how confused he was.

"You picked a mighty time to whip this parlor trick out." he said, reaching out to hold me.

"I think I can do it." I rejected dropping for a second as I got overconfident, "On second thought, just your hand." I reached out.

I was flying, along side Stark. The wind was lapping me in the face and my heart wasn't beating at all normal and I didn't care. We neared the hellicarrier and I saw a lone figure crouched down where I had fallen, head in their hands. Steve. I let go of Stark's hand and flew up on my own, eager to reassure Steve that he couldn't get rid of me that easily. I rose to his level and carefully placed my feet back on solid ground as his head lifted. His baby blue's looked up at me with surprise and elation. Jumping to his feet he wrapped his arms so tightly around my, I thought he was going to squeeze my guts out! I stood there, awkwardly being hugged then folded my arms under his. He didn't say anything, just held me and I didn't want him to let go.

"You're sort of squishing me." I gasped, realizing I was going to pass out.

"Sorry, sorry!" he apologized and released me, "I thought you were—,"

"Dead?" I cut him off. There was a cackle behind us and we turned to find a plane hovering near the engine, Loki was standing at the opening in the back.

"You missed the train sweetheart. And this conductor doesn't wait for anyone." he laughed with a menacing smile, "You're not really my sort of material anyway."

"What does he mean?" Steve asked me.

"I don't know," I lied.

"I did you a little favour though, took care of some business." he teased from the plane.

"What did you do?" I shouted back, hoping he took care of Fury.

"I did what you could never do. Something you'll thank me for later."

"WHAT DID YOU DO?"

"I promise I didn't lay a finger on him." Loki taunted as the back of his getaway plane closed up. I turned to Steve, every fibre in my being fearing the absolute worst.

"What's going on Emily? What's he talking about?"

"I don't have time to explain. I need to find Phil now."

"Okay." he agreed, seeing the panic in my eyes.

"Stark can you check if Fury's on the bridge and link my earpiece up with his?" I asked Stark over my intercom.

"Doing now... and done."

"Thanks," I said clicking my earpiece over to Fury's signal, "Fury. It's Emily you need to tell me where Phil was assigned to when the bomb went off."

"I'm afraid I can't." he regretfully informed me.

"Loki may have done something to him. I fear the worst. Now, tell me where he was assigned!"

"The detention cell." Fury told me reluctantly, "You don't want to come down here."

"Wait. You're down there, with him. What's going on?" I shouted angrily. Then there was a crackling, Fury had cut me off. I twisted back to Steve.

"I know, let's go find him." he said taking my hand. I glanced down and paused. His hand was so warm, even though it was covered by a glove. I locked my fingers in between his and looked back up again, "Together."

We sprinted, I in front and Steve at my rear, still hand in hand. My legs were moving as fast as they could take me and I didn't care that I was beginning to get a stitch in my side. I needed to find Phil, I needed to make sure he was okay. But Loki's words, 'I did what you never could', made me _know_ otherwise. By the time we reached the detention cell, there were agents guarding it. I went to push past them but they stepped in front of me.

"Move out of my way," I glared with fury.

"No one can go past." one told me. With the flick of a wrist the two went soaring into the walls, just as hard as I had taken their comrades down.

"Emily!" Steve shouted at me, "What are you thinking?"

"I'm going to find Phil, and no one's getting in my way." I let go of his hand and continued along the lone hall to the detention cell. The stairs in front of me made me shake, I would either find what I was looking for at their top or continue my search. I knew what I would find, but I begged everything in the universe not to tell me it true. The footsteps to the top were heavy, I could hear breathing and coughing. Sharp breaths and a slow heartbeat. I reached the last step on the stairs and closed my eyes. I stepped from it and opened them.

I would never be the same again. Ever.

Fury was not here, but one person was. The very person I had begged, pleaded not be. Sprawled on the floor in front of me, slowly hauling themselves to the wall, was a man with a huge hole in the middle of his chest and a gun beside him. Suit and tie covered in blood. Polished shoes now scuffed. Dying in front of me. It was Phil. My every being collapsed from the inside out, as I ran by his side and slid to the floor.

"No, no, no, no, no! Not you, not Phil!" I cried, I cradled his head in my arms and his torso in my lap. His eye's were flickering and there was a trail of blood dripping from the corner of his mouth.

"Please, Phil! Look at me. Keep your eyes open." I brushed his hair from his face. He meagerly looked up at me and smiled.

"Hey." he said stupidly. My eyes were swelling, but I forced myself to stay strong. He needed me to be.

"Hey." I said back throat dry as ever, "You're gonna be alright." I lied. The hole in his chest was spilling blood more and more by the minute and it wasn't going to let up.

"We're gonna fix you right up and we'll be laughing about this in a couple of weeks." I covered his wound with my hands, trying to stop the blood. Knowing all the while that the pressure would only give him an extra couple of minutes.

"You've always been a terrible liar." he spluttered.

"Don't speak like that. You're fine." I whimpered. I held him closer to my chest and leant over him.

"Don't leave me." he looked at me in pain. I just wanted to make it stop.

"I am not going anywhere. I'll be here, until the end." I reassured him. He put his hand under mine and clasped it tightly.

"I'm sorry I didn't... tell you sooner about... Project Mastermind." he stuttered.

"No, I'm sorry. I never meant to hurt you. I don't hate you." I sobbed, "I could never hate you."

"It hurts." he shook in my arms, watching him was incredibly hard.

"We'll you've just gotta stay here until the medic's arrive." I told him, he nodded. Then Steve pattered up the stairs behind me and stopped at the sight of me bent over Phil.

"Emily..." he called and walked nearer. I didn't want to waste a second with Phil, he didn't have much longer, so I didn't look back. I stayed staring lovingly into Phil's eyes, unconditionally.

"I got you a present for your birthday." Phil laughed, shaking violently as he did.

"Ssshh." I hushed him.

"Did you forget? It's tomorrow." he twinkled as Steve kneeled behind me.

"Yes, I did actually. With everything going on, birthdays just aren't on the top of my priority list." I laughed back as more people entered. It was Fury with the medics.

"Sorry boss," he turned to Fury coming up behind.

"Uh-uh. Stay awake, eyes on me." Fury demanded.

"Uhh," Phil sighed in pain, "I'm clocking out here."

"That is not an option!" Fury said harshly again.

"It's okay boss, this was never going to work if they didn't have something." he turned to Steve slowly.

"Take care of her. I'm making you her next guardian." he whispered, his voice getting softer and softer, he reached out his hand towards Steve.

"I promise." Steve grasped his other hand.

The tears were filling my eyes, but I wouldn't let them fall, not yet.

"Emily. I love you." he cupped my face in his bloody hand. I grasped it too knowing these were his final seconds. He smiled and closed his eyes. I knew it was going to happen, but as it did I couldn't bare it. His hand went limp and dropped from my own.

"Phil! No, please Phil! Don't die! Don't leave me all alone." I screamed in distraught, "NO!"

I brushed his hair through my fingers again and let my tears fall on his shut eyes. He couldn't be... It had to be a horrible joke.

"Please..." I whimpered, cradling him closer to my body.

"Agent Coulson is down." Fury said into his mic, it projected through the whole ship.

"A medical team is on their way." I heard his responder say.

"They're here." he said stepped aside to let them make their way past him. They didn't take Phil from me, instead checked his pulse and sighed with deep regret.

"Call it." the female nurse said.

"No... NO! It's all my fault." I bellowed.

"Time of death 5:18pm..." she announced, I tried not to listen. There was an emptiness in me that I had never felt before. Not even when my father passed, or when my mother left. Not even when I lost Georgio or Paris. This was new and it hurt. Oh, it freaking hurt. The pain I had felt when they injected me with the serum was like a pin prick compared to this. Phil was my everything, my world, my protector. And now that he was gone how was I supposed to even carry on without him by my side? Each breath I took felt worthless and I wished I could die right next to him, to escape this agony.

"They called it." Fury said and there was silence. I cried, until my eyes were red and Steve sat by my side, hand on my shoulder. Fury didn't leave either, and slowly one by one, the remaining came and stood as silently as I mourned. Tony, Natasha and Maria.

"We have to go Emily." Steve whispered to me. I shook my head as he pried my hands from my brother. I cried as I kissed Phil on the forehead one last time and Steve held my side as I stood up. Without him I would have easily fallen over. I looked at the scene and sniffled.

"Goodbye." I whispered to Phil.

In the hallway I marched, leaning on the wall for support. Steve had stayed inside to help 'clear up'. My legs were lethargic and burdensome. I didn't know where to go. There was only one place I could be, in Phil's room. I made my way their slowly. As much as it would pain me to be in his room, it would also be the only comforting thing. When I reached his door it was like standing in front of pandora's box; once I opened it I couldn't put the emotions back. I steadily pushed in his digits, 5, 8, 4, 3, 6. The door unlocked with a beep and slid open. I stepped over the thresh-hold and stopped. Nothing was touched. It was as perfect as it had always been. Clean, tidy and always smelling of terrible cologne. I shut my eyes and breathed the scent in deeply, not loosing a second of this memory. This would be my last memory before all of his belongings would be moved. I brushed past his clothing cabinet, with an image of myself smiling at the Grand Canyon, we went there two years before I joined S.H.I.E.L.D. I walked near his bed, and felt his quilt in my hand. So soft and so beautiful. His bedside table had another image. A time of when we were children, with my adoptive parents, at the beach covered in sand. I dropped onto his bed and sat their silently.

Steve came by the door and smiled weakly at me, entering as slowly as I had. His eyes looked red as well.

"I went looking for you and you weren't in your room, I figured this would be where you'd go to escape." I didn't respond, "He told me a couple of days ago about your birthday present. He gave it to me to hide from you. Said something about your habit of finding things he hid. I know it's not your birthday until tomorrow but—," he pulled out a card and small box. I outstretched my arm to grab them, and Steve sat beside me. The card envelop was lilac and Phil's chicken scrawl said my name on the front, "You really need a pick me up."

I stuck my finger under the fold and gently ripped it from the paper. The card that sat inside had an owl on the front reading 'Happy Birthday.' I had no doubt, that the owl was Phil's way of making a joke about my abilities. With a small chuckle I opened it up to find a simple message.

_"Happy Birthday Emily. I'm so proud of the women you're growing into. You are brave, courageous and honorable. Don't ever change!_

_Love your big brother_

_- Phil xoxo'_

I put down the card, and had managed to stop crying. But then I opened the little box and a fresh flood of tears came rolling down again. Inside was a heart shaped locket with my name engraved on the back. I would have been fine, if I hadn't opened it. On the inside sat an image of Phil and I, arm in arm, smiling like giant dorks after I first made it into S.H.I.E.L.D a day I would never forget. The day that Phil promised to always be there for me. A promise that he broke. I was so mad.

"Why did he have to go and be the big guy to stop Loki. It could have been anyone else, but it had to be him." I said closing the locket.

"Because he was a hero." he took the locket from my hands, "Here, I'll put it on for you."

"It's my fault that he's gone. Loki wouldn't have targeted him otherwise." I mumbled as Steve put the locket around me.

"You can't blame yourself. Loki's insane, it's not your fault."

"You don't understand Steve. It is, it is all my doing. If I hadn't made the deal with Loki—,"

"What deal?" Steve suddenly pulled away,

"I was mad, I knew that Loki had a similar experience to me. I felt betrayed, I still do. So I broke into the detention cell and made a deal with him. I would join him if he took care of Fury and the board of Directors."

"And by take care you mean?"

"Kill... I was supposed to leave the hellicarrier with Loki, but instead when I missed my opportunity, Loki 'did me a favour'. He killed Phil, because he knew I never would." I said hoarsely. Steve didn't say a word and sat in thought. Then, unexpectedly, he put his hand out again. I held it and all was silent.

"I don't know what I would have done if I was in your situation. That's why I'm not going to judge you. In the end, you never did actually betray us. You didn't let Loki out and you didn't join him. You didn't ask him to kill your brother and he hasn't touched Fury or the directors. Emily, it is not your fault." he stared me in the eye, "You had a moment of weakness, in rage and now I'm here to help you deal with it. Your brother requested me as your new guardian and I'll accept the responsibility. I'll be here to protect you."

"The only thing is. I'm not the one that needs protection. I hurt the people around me. Anyone I've ever cared about I've lost. I've lost my real mother, my adoptive parents, my friends, fellow agents and now Phil. What if the person that needs protection is you?" I questioned him, "For the first time since I've regained my powers, I've been afraid of them and aware that they are dangerous. The intelligence serum was made as a weapon, and now since there's no side effects, I'm the perfect one."

"Look at me, right now." Steve demanded, so I did, still teary, "When I look at you I see exactly what Phil wrote in that card. A strong, brave young woman and I will not let a few doubts cloud your judgement. I am here to make sure that you always feel wanted, so that you never have to fear yourself. So you can learn to stand on your own two feet." he leaned closer and wiped the tears away with his thumb, "So that you know, you are never alone."

Hand in hand, eye to eye, I looked deeply at Steve. His words were soothing, comforting...loving. The tension in the air grew and all I wanted to do was wrap my arms around him and never let go.

"You can't stay in here all night. I'll take you back to your quarters." he proposed, breaking our link.

"I don't want to leave. For tonight, all I want to do is mourn. I want to be as close to him as possible. I don't want to let him go just yet."

"Well then I should head off for the night." he stood up.

"No!" I grabbed his wrist, "Don't go. I don't want to be alone tonight." I needed him to stay by my side. Again the connection was made, I stood up next to him. My hair was a mess again and I had no doubt I would be covered in cuts and bruises. I looked at Steve and he was the same, cut up and dirty. I didn't look at him as a team member, nor a friend. But instead I looked at him in a way I did never intend when we first met. As an equal, and from the expression on his face, he shared the same feelings. I placed my hands over his uniform and began to take his gloves and belt. I moved my hands around his back and un zipped it, until only his undershirt was showing. He kicked his boots off but still we had not done what we felt was right. I through off my jacket and took the pillows off Phil's bed, laying them on the floor. I switched off the lights with my mind and laid down on the floor, resting my head on one of the pillows. Steve laid down as well and we gazed at each other silently, hands always touching.

Everything was so different now. So scary and I huddled closer to Steve. His arms held me so close, so beautifully that all I could do was sob. Quietly and peacefully cry. About everything and anything. About each event that had ever happened in my life. Then I felt it, as tender and sympathetic as Steve was. A simple kiss upon my forehead, and crying in his arms we both fell asleep, dreading a new tomorrow.

* * *

Ah-ha! So there you have it. You're gonna hate me so much if your OTPing... Anti-hero I say! ANTI-HERO!


	16. Shutting Down

So! How do you guys like it now. We are coming so far now but don't unbuckle just yet! I have so much in store for you all! Again a big thanks to everyone one of you delightful readers! No song for this chapter.

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**Chapter Fifteen**

I awoke and felt Steve's strong arms around me, still. The night was not something I could forget, I knew exactly what happened and the images were as clear as day. It wasn't something I could shake, powers or not. Sleep had changed me. Last night I was the victim, today I would be the villain to take the glory. I had slept on my thoughts and had reached one final conclusion. Loki wasn't going to get away with it.

Rising, I made sure I didn't disturb Steve. I got into the shower to wash the blood from my skin. I had ignored it last night, but my hands were soaked in and my shirt had almost been doused in it. I scrubbed so hard my skin hurt; I had to get it off. At the same time I began to plot. Today Loki was going to destroy the world, he wasn't one to lay low. I had to find him and strike. Where ever he had made off to, I would find him and make him suffer ten-fold what he inflicted on me. He would not go unpunished. But I couldn't walk in, guns blazing and just kill him. As skilled as I had become, Loki had a whole arsenal of tricks up his sleeve. If I was going to take the bastard down, I'd have to be smart. But more than that I had to be sneaky, ruthless and determined. He would get as much mercy as he gave Phil. Zilch. Nada.

Then there was a knock on the bathroom door.

"Emily. You alright in there?" said a charming voice. Steve.

Possibly the worst part about it all was that last night never should have happened. Steve and I could never work. We were so different, so unalike. He was compassionate, unselfish, brave, loyal. If he ever knew of my plans, of what I was capable of, he would never look at me the same and I couldn't bare that. In order to kill Loki, to give him the ultimate revenge, all my ties had to be broken. If I had one snippet of remorse, the god of mischief would seize his moment I would end up just as Phil; dead. I suppose more than being the cause of guilt in Steve's eyes, I would hate to be the cause of pain and grief. I had already seen his reaction once before when he thought I was dead. I did not want that pain to be genuine.

Putting on my clothes and hiding my locket under my clothes, I slid the door open to glimpse at his stern, but tender, face. Without speaking he smiled reassuringly and went to hug me again. I wanted so much to let him bundle me in his arms, but I put my hands out a stopped him.

"What's wrong?" he asked, shocked. I halted and mustered the courage to prepare my next words. They had to be convincing, so that he didn't suspect a thing.

"I... We...um. Last night shouldn't have happened." I said delicately, "I was confused and hurt and I needed comfort. If I led you on, I'm sorry."

"Em..." he cleared his throat, trying to hide his emotions. Deep in his eyes, in his brow, in his lips, there was a terrible drop. I felt it too, so harsh. I wanted to take it back, I wanted to kiss him right there and apologize, but the revenge that sat just underneath it was stronger. It was stronger than love.

"Don't." I stopped him, if he said anything else I would crumble, "Please don't say anything."

"I don't understand. It was so real."

"I thought it was real. But my brother died Steve. I don't know how to tell the difference between reality and fantasy now. Us. We can't happen. It'll never work." I lied through my teeth.

"Why not? It was real. I know it. I can tell you know it too. Why are you trying to dust it under the carpet?"

"I'm not. You're old enough to be my grandfather and I just—," he stopped me.

"Don't use that as an excuse. It has nothing to do with it." he grabbed my face in his hands, pleading, "Just tell me what's wrong."

"I can't do this. Not now. Not ever." I pulled his hands from my face and brushed past him. The pain I didn't want to inflict on him was inevitable. As I left the room, I turned back one last time. He hung his head down and I knew it. I might as well shot him in the heart. Everything I wanted to protect him from, I exposed him to in a matter of minutes. He could fight off hundreds of men. Run as fast as a car. Lead a team into perilous war zones and come out victorious. But I had crippled him worse than any physical injury.

Fury had called a meeting. Demanded that all of us with knowledge of the tesseract be present at the bridge if they were physically capable of it. Around the circular table Stark and Rogers sat. Rather than sit down and add to the uncomfortable situation, I leant on my wall; the one that I had come accustom to hiding behind. Fury slumped in his standing. In his hand he held something and staring down at them he spoke.

"These were in Phil Coulson's jacket. Guess he never did get you to sign them." he chucked cards across in Rogers direction and sighed, "We're dead in the air up here. No communications. Lost the location of the cube. Banner. Thor. I got nothing for you. Lost my one good eye. Maybe I had that coming." I bit my tongue and forced myself not to say anything. He was referring to Phil and it made me squirmish that he thought he had the privilege to speak about Phil as a friend. He didn't deserve to say a single word. Everyone else in the room stood face down, solemnly reflecting. Everyone felt guilty.

"Yes, we were going to build an arsenal with the Tesseract. I never put all my chips on that card though because I was playing something riskier." Fury started pacing, Stark lifted his head, "There was an idea, Stark and Coulson knows this, called the Avengers Initiative. The idea was to bring together a group of remarkable people. See if they could become something more. See if we could work together when we needed them too, to fight the battle's that we never could. Phil Coulson died, still believing in that idea; In heroes." Stark stood out of his chair, shaking his head, and walked away. Fury's crap was impossible to listen to. Nick Fury, so _righteous_, so _dignified_. He had no right to speak on Phil's behalf; and yet I, the one who should, couldn't muster a single word. The sight was a disgrace, Steve with his head hung examining the blood stained cards. Maria Hill was in a similar state. It was depressing and pathetic. Rather than sit around a mope, they should all be on their feet looking out for Loki. Looking to avenge.

"I'm not going to stand around so you can make us feel guilty, feel like failures. You're a director, the 'leader'. Why don't you take some responsibility?" I scoffed and followed.

"Well it's an old fashioned notion." he said as I left.

I could hear Stark, no one else could though, slightly sniffling. He was in the detention cell. I followed him down there to find him on the podium ledge. When he saw me at the top of the stairs he instantly turned away and cleared his face. I almost forgot that I wasn't the only person that had lost Phil. He was a well respected senior agent, it was just selfish for me to claim I was the only who lost him. I was the only one that was going to do something about it though.

"I didn't realize he mattered to someone as humorously removed as yourself." I said.

"Like I said once before, I only joke about funny things."

"Limit's for you, Tony Stark?" I joked, trying to change the mood.

"Yeah, tell anyone about it and you'll regret I saved you."

"My lips are sealed!" I promised walking aside him, "We're pretty pathetic for a team who's purpose is to save the world."

"I wouldn't say pathetic..." he dismissed, staring at the empty space where the containment cell had been.

"Do you think he's dead?" implying Thor.

"I don't know what to think these days." Tony rested against the wall as Steve walked in. I momentarily made eye contact, before shifting away uncomfortably and walking over the other side of the room. Stark noticed the tension but didn't say anything. Steve mimicked Tony's reaction to being in the space; I didn't know how I was so calm in the place of my brother's murder. Perhaps knowing that justice would be served or maybe because the image was so crystal clear in my photographic memory that the empty space almost made me forget what happened here. But I could never forget.

"Did he have any other family?" Steve asked open-endedly.

"He kept it very down low, but there was a cellist." Stark said. Wait what? Phil was in a relationship and I didn't know? Somehow being so entangled in my own problems, so selfish, I forgot to ask the simple questions; How's your day been? I found myself questioning how well I really knew Phil over the last couple of weeks.

It was uncomfortable the awkward silence in the room. I felt like steve was going to start to say something; try to change my mind.

"Urghh... Fury mentioned Agent Barton snapped out of his 'hypnosis'." Stark said before the strain became unbearable.

"Clint's back? I have to see him!" I jumped excitedly, "Don't wait up for me."

I left and brushed past Steve accidentally, he grasped my hand softly.

"I can't." I told him simply and released my hand, "I just can't."

I left the room, but kept my ears open. I had a feeling that Stark didn't bring up Clint just so the tension would break.

"You need to speak to her." Stark began, once he thought I was gone, "It's not normal, she's not grieving and not even acknowledging it. She skates around the issue and it's going to backfire. She's unstable and—," he was stopped.

"Look. I don't want to push her over the edge. Last night, she did her fair share of grieving."

"One night of crying to her boyfriend isn't going to make it go away. She doesn't even look phased by it today." Stark attacked.

"What do you want me to do? She won't look me in the eye, let alone speak to me." Steve cracked.

"Why is that, by the way?" Stark interrogated.

"I prefer not to speak about it." Steve deflected.

"Didn't anything happen last night that the class should know about?"

"No. No. Nothing happened like that," Steve dismissed the notion, "But I was there for her and I think she feels threatened that she let anybody in. She's shutting people out because it's the only way to deal with it. I thought we had a connection, but this morning she tells me it was all a mistake and that nothing could ever happen between us. I'm not going to harass her until she's ready to open back up again."

"That's just the thing though Cap. I don't know if a girl like her ever will." Stark finished and the two went back to silence.

Natasha would be tending to him, they had been friends long before I knew Clint. As great as it was to see him back to normal, I had this nudging question on the back of my mind. How deep his was his involvement in Project Mastermind. I understood that his title was 'guardian' and that role in the project was supposedly my secret guardian angel, but the whole thing stressed me. It wasn't my reason for being so eager to speak to Clint though. He had been in a close nit web with Loki. If he knew a snippet of information on Loki's favourite Earth hideout, it would make a world of difference in my cause.

It was unclear how quickly Loki would strike. If he was anything like the meticulous planner he appeared to be, the shindig with the Chitauri would be coming to us soon.

In the medical wing I found Natasha and Clint in a secluded room, off the main hallway.

"Knock, knock!" I said opening the door and greeting the pair.

"Emily Coulson. Nice to see a familiar face." Clint chuckled standing up with a small wince, arms wide open.

"I suppose I should thank you for saving my ass back when Barton went all rogue ninja assassin on me!" I directed at Natasha. She nodded knowingly in response.

"How are you holding up?" Clint asked, prodding tenderly. I shrugged and ignored the question.

"To be honest, I'm not here for catch up chit-chat. I need to know all you remember on Loki's hideout."

"I'm afraid I never knew, I never needed to. I just did what was required, no questions asked." he moaned, sitting back down. Scanning both Natasha and my own face, he shook his head.

"You're both agents, not soldiers. Why do you suddenly want to wade into a war?" he asked. Reluctantly, Natasha opened up,

"I've been compromised... I have red in my ledger and I'd like the wipe it clean. Loki made this personal."

"Tell me about it!" I thought.

"Next time we see him, I'll be sure to put an arrow in his eye socket!" Clint promised with a pleased chuckle.

"Now that sounds like the old Clint Barton!" Natasha laughed softly.

"I'll leave you two alone, I've got a god to find," I joked, at least that's what they thought.

"Emily, I know it's hard, but promise you wont' do anything stupid like face the bastard on your own," Clint requested seriously.

"I won't." I lied.

"I mean it. He's hurt a lot of people, we all want revenge. But there's a time a place to do it and a smart way."

"I promise... I won't." I wavered slightly, luckily neither of them noticed.

"See you then." they waved goodbye.

All there was left to do was to sit around and wait. Wait for Loki to make his move, wait to seek revenge and wait for justice to be served.

I fiddled with my locket, wrapping the chain in and around my fingers. How would I get Loki back? What could I do, so terrible, that he would truly regret his actions? Surely some form of torture would be necessary. But physical torture would be way to easy. I wanted to mess with his head so badly he wouldn't be able to tell which way's up. Send him insane; well more so.

Then from around the corner I heard Stark running, stopping when he saw me.

"We know where Loki's going to make his move." he shouted, continuing on towards the flight deck. This was it, the big show day, time for the best in show to make their performance. Time for me to take first prize. Time... to destroy Loki Laufeyson.

And no one was going to get in my way.


	17. Eye for an Eye

Okay gonna cut straight to the chase this chapter. Songs: 'Prince of Darkness' by City of the Fallen (It's the trailer song), 'There is No Plan' by Steve Jablonsky (Transformers: Dark of the Moon (The Score) and FINALLY - 'Assemble' by Alan Silvestri (The Avengers soundtrack)

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**Chapter Sixteen**

"What? Where?" I shouted, running after him.

"My tower. Suit up, Rogers went to get Barton and Romanoff. They're high jacking a plane."

"Impressive. I think I can make my own way there." I refused though.

"Look, I know you've got issues right now, but you can barely fly so I would't suggest that. Besides the Quinjet can fly almost as fast as my suit. I should know, I designed it." he raced off leaving me behind. Right now all I had to do was get the confiscated weapons from the storage cell.

I pulled out my earpiece and paged Natasha.

"Agent Romanoff, can you hear me? This is Panic." I said.

"I can hear you princess." responded Clint.

"I'm going to get a few supplies, meet you all on the flight deck in ten minutes." I told him.

"Make it five and you've got yourself a deal."

"Fine."

"Oh and by the way. We're on a mission now. Codename's apply."

"Over and out... Hawkeye." I laughed as I turned him off. That would have stroked his ego.

"One more thing. I can guess where you're going, there's a surprise waiting for you down in the storage cell."

I rushed down there and found another ten boxes filled with a pleasant assortment of guns and other gadgets, all infused with tesseract technology. I grabbed two arm attachments before noticing the 'surprise' Clint talked about. In a small brown box sat a belt and material. When I took them out it wasn't just material. It was a suit, my suit. A 'catsuit' of sorts with a zip down the middle, pockets on the legs and hip, and the S.H.I.E.L.D logo uniquely designed on the left breast. But once I saw the symbol I knew this wasn't any old suit. Underneath the logo sat six numbers. 56783. Phil's agent code. This wasn't a custom made outfit. It was his old suit, but cut up to fit me. I could smell it, his scent. I shook my head in disbelief but smiled. A final present.

I changed into it and dangled my locket outside of it. I fit guns into every pocket and holster available and finally put my leather jacket, he had given me, over the top.

"Thank you Clint." I whispered to myself.

"You're not cleared to be in here."

"Son, just don't." the Cap reprimanded. The young agent nodded reluctantly and got off the plane. I chuckled and slapped him on the back as he left.

"Buckle in everyone. It's gonna be a bumpy ride." Romanoff commanded, sitting in the cockpit with Barton.

"So what's the plan?" I asked once we had left the carrier.

"In non-Tony speak, Loki is using Stark's tower as the energy source, so we know where Loki's going to make his move. The plan is to find Loki and destroy the portal before he can open it." Steve explained.

"And what if he opens it before we reach him?" I asked. Natasha cocked her gun in the front seat.

"Then we get trigger happy."

"Hey guys, We've got a problem." Stark said over the radio, "The thing's already self sustaining, I tried blasting it but it's pure energy. I can't touch it."

"Time for Plan B." Barton said.

"Just what I was thinking." Stark laughed, "Look's like our favourite god is making himself right at home too." then he cut out.

"Stark needs to get at his other suit in the tower. By distracting Loki, he'll be in and out."

"Does he need back up?" I asked, eying the city scrapers in the distance.

"Nope. He's got style, that's all he needs." Romanoff joked.

"You'd better hope that style can cut it." I replied as up at the Stark Tower something... someone fell out the window and was toppling down. It was Stark.

"Open the back now!" I demanded as Clint did as I said. I was about to jump when Natasha stopped me.

"Emily wait! Look." Stark wasn't falling. In fact his suit was joining around him as we spoke and at the very last second he stopped from hitting the ground, flying back up to the window he came from.

"And you pissed off one more person. His name is Phil." I heard him say over the buzzing of the engines and wind, blasting Loki square in the chest.

Then, everything we'd been planning to stop, blew right up in our faces. From the tip of the tower shot a blinding blue beam of light.

"We've got company." Barton said up front as the first squad of aliens came through the ever growing portal. And they were huge, they whizzed through the air on flying hover jet ski like contraptions, wielding blue weapons and ridiculous armour that didn't hide their hideous faces. Snarling teeth with flesh hanging from them. These things meant serious business.

"You don't say?" I snapped.

"Swing up near the park, I'll lay em' out for you." Tony said as we flew close along through the buildings. Natasha let fire, a shower of bullets towards the oncoming Chitauri, blowing up everyone of them. Circling back around to Stark Tower, there was a red figure that had landed on the top story. Thor. Right in front of him, perhaps far more worth my while, was Loki. The two began in battle, clashing weapons and throwing one another around.

"Ready to hit that?" Clint pointed to Loki.

"Ready." Natasha aimed the guns again. I couldn't let them get him in one blast, he wouldn't get away that easy. Shutting my eyes and placing my hand on the wall I surged into the computer system and blocked the guns from the controls.

"The guns suddenly went offline! Look OUT!" she called as from below, Loki fired a shot at us, hitting one of our engines. The plane jolted to the side in the blow and I went flying across the jet into Steve.

"Hold on back there!" Clint laughed as I grabbed Steve by the arm and held us against the wall.

"I'm not exactly going to let go!" I yelled back. We began to spin and I could have been sick, "I swear it's not me this time!" I said as we hit the side of a building.

"Brace yourselves!" then BAM! We hit the ground and I released Steve and myself from the wall.

"Thanks." he said racing quickly to grab his shield. The back hatch opened again and the four of us ran out, trying to determine our co-ordinates. Straight ahead, though probably a few blocks out, stood Stark Tower.

"We need to get back up there." Steve said, surveying for any stray Chitauri. There was a loud roar, as if God's stomach had rumbled in the sky and a giant flying whale like creature emerged from the portal. It was humungous and covered head to tail in alien armour. This was the perfect time to make off, before any of them tried to stop me. If I could get to the top of building aside us, I'd have a perfect running jump inline with the tower. The only problem was, I wasn't 100% sure how to control my flying ability. I understood how it worked so my best guess was to focus on that and hope everything fell into place, otherwise I was going to end up squished on the concrete, but it was the best hope I had.

"Stark you seeing this?" Steve said into his headset, staring up into the sky. None of them had the slightest clue that I had turned and made my way for the buildings entrance.

I bolted, as fast as I could. If they noticed for one second they would catch up to me straight away. I knew they were all faster than me. Once I was inside the building I found it was practically deserted. The lifts were out of order, so up the stairs I went. I ran up them too, barely breaking a sweat. I kept my ears tuned the whole time and after a minute, while Steve and Tony planned, Clint caught onto my disappearing act.

"Where'd she go?" she suddenly shouted. I could hear him swish, obviously turning and looking. Then the other two began to turn as well.

"Where'd who go?" Stark said over the mic.

"Em... I mean Panic. She was here one second and now she's gone." Steve said angrily.

"I told you to keep an eye on her! She's going after Loki, I know it." Stark stated, "We don't have time to stop her. We've just gotta hope that she doesn't get herself killed in the process."

"I'm going after her. I won't let her die out here." Steve said.

"No, you can't. You have no idea where she could be. And there are hundreds of other helpless people in this god forsaken city that need your help. Panic's on her own now." Natasha stopped him.

"Fine, but everyone keep an eye out for her." he agreed.

I reached the rooftop and made sure that Loki was still on top of the Tower, which he was.

"I'm coming for you sweetheart." I whispered. Standing as far back as possible I made my run up. Foot after foot, stride after stride, second after second and then the ledge was at my feet. Leaping, I went spread eagle and focused on pushing myself away from the ground. The air rushed past as I fell rather than flew. It wasn't working and I panicked. My eyes opened wide as I began to let out a scream. At the last second I was caught by a speeding Chitauri flier. Hitting the back heavily I laid perfectly still so not to arouse suspicion. Unfortunately my 'landing' wasn't as graceful as I thought and in seconds a nosy Chitauri poked it's head over the back to see me casually hanging there. He shot at me and I threw his energy blast back at him, knocking him backwards, taking his pilot over the edge with him. With no one to control this baby, I jumped straight up and tried to fly this thing. It was pretty easy, like a motorbike. A handle that when swiveled, controlled the direction and a few alien indicators on the side. It was wickedly fast as well, I was lucky I had sharp reflexes otherwise this baby would have clipped a wall by now. Loki was seconds away, and the sight of him made my blood boil. But he did something as I neared him. Something he would wish he never did. Something that made me know his one true weakness.

All that talk about doing what I never could was hypocrisy. Loki pulled a small dagger behind his back as Thor coaxed him into giving up. He had the perfect chance to wedge the blade straight through Thor's heart and kill him where he stood, but instead he pierced through his brothers side and jumped from the building onto his own Chitauri flier. The entire time I had been so focused on Loki's strengths that I had to overcome I missed his biggest flaw. He was a chronic liar. How could he hate his brother so much, constantly ramble on about it, start a war over his 'hatred' but when it comes down to it, not do the very deed he speaks so frequently about. It was so clear now, I could understand his logic perfectly.

When I found out about Project Mastermind, I was distraught. Words were my bullets and my shield. I could say I hated Phil and million times and it would never be true. But more than that I hated myself. I never hated my family but I disowned myself. _I_ felt like I wasn't part of their family, not they apart from mine. Loki, was more similar to myself than I cared to admit.

Despite all the talk, the bragging, the planning. Loki couldn't kill his brother more than I could. I understood why he killed Phil. He genuinely thought he'd do me a favour. He did what I could never do; I never could kill my brother. I never could break those ties between Phil and myself. But this revelation only made my revenge that much sweeter. An eye for an eye. A brother for a brother. My plan was infallible. Besides, Thor never apologized anyway.

I landed the flier on the small landing pad and jumped out quickly, rushing to Thor's aid.

"Urghh." he groaned pulling the dagger out from his side and stumbling to his feet, "I was naive to think I could reason with him. Our best chance is to capture him and for me to take him back to Asgard."

"Why didn't he take the kill?" I asked innocently.

"I do not know. Loki is conniving and articulate. He must have something up his sleeve." he responded. How did he not even see it right in front of him, how could he be so blind and not realize that Loki obviously still cared, that he'd always cared. If he couldn't even see how much he really meant to his brother then why did he deserve to have him. Why did he deserve to live with his brother when he was so blind to the fact that he meant something. He under-estimated his importance and by doing that he under estimated anyone that wanted to hurt Loki— to hurt him. There was no way I was letting Loki get captured and taken back home. Nuh-uh. He would face his punishment here on earth by, my hand.

But I shouldn't get ahead of myself, first I had to lure the mouse to the cheese. I just had to make sure he wasn't watching when I laid the bait.

"Yeah, must." I agreed, "Come I'll take you to the others."

"Who's here?"

"Stark, Agent Romanoff, Barton, the Cap'. And see that giant whale thing?" I pointed to the armored flying thing off destroying things.

"Yes. The beasts are called Leviathans, I've heard of them before in Asgardian Folk tales. They are mindless creatures and simply vessels that the Chitauri are controlling. We must rid it from the city quickly before it's able to release any more Chitauri." he explained.

"Jump on!" I urged Thor. Chucking his hammer he knocked out an oncoming flock of aliens.

"I will find the rest of you once I dispose of some of these wretched pests." he caught his hammer in his hand.

"Your move." I shrugged and began to wade through the storage compartment in the back of it. Inside sat strange Chitauri weaponry, a glowing blue knife picked my eye. I put that in my pocket for later and slung one of their disintegration guns over my shoulder. That should do. With some minor tweaking I flew off, Thor and I going in separate directions

I couldn't kill him in front of everyone, despite how much I had convinced myself this revenge must take place, I didn't want to ruin the trust my team mates had in me, at least not straight in front of them. I don't understand why I cared about their opinion. Maybe I clinging onto a little memory of Phil. I had devised my plan.

It was simple but effective. I had to pretend to be the good guy, hang with the Avengers to get close to Loki. I would still confront Loki if I found him, but it would seem as though it were under other motives. I would assure him that if anything happened to me, something would happen to him. If I went, he went. Anything try to kill me and I would feel for Loki's heart no matter where he was in the city, like what I did with Steve's shield, and rip it from the very cavity in his chest. He was going to have to face this like a man. Eventually I would make my move on Thor. Unexpected and shocking.

From what I could tell, the Chitauri machine was running low on ammo. I had to ditch this thing and find a new play toy, directly after I found the rest of the motley crew. I had turned off my earpiece and now it was about time to turn it back on. With a click I beeped Stark.

"Miss me?" I asked comically.

"Ah, nice of you to come back to the party." he replied.

"Where are you? I've got a present. I hijacked one of the Chitauri fliers." I told him.

"Trying to lead my new puppy to a bone." he said as there was a loud boom in the background.

"You're taking on the Leviathan? It could swallow you in one gulp!"

"Yeah, one of those. I'll send up a flare."

Instantly I spotted a red firework in the sky and Stark weaving in and around buildings trying to attract the Leviathan. I put the gear into top speed and zoomed forward spotting Steve, Clint and Natasha backed up near where we started. I could even see where the plane had crashed.

Suddenly, over head of them, a group of Chitauri flew past and sent explosions their direction. Only one of them wasn't Chitauri, it was Loki and he was cruising for a bruising. I flew down towards them when I saw an arrow shooting towards my eye. As an instant reflex I pushed it away, only to be met by multiple shots in the bottom of my machine, sending it down straight away. I jumped from it and fell five meters in the air, preparing for a nasty landing. Instead, I felt two strong arms catch me like a baby and Steve's grimy and singed face bearing down on me. With an awkward cough, he put me down and the other two ran over.

"Thanks for the welcoming presents." I sneered at them.

"We thought you were a Chitauri." Clint apologized.

"Now my ride's destroyed. Anyway, we've got company" I cocked my gun as a couple dozen Chitauri fell from the sky and landed in front of us, "Do me a favour, can you hide for a minute so I can get their attention?" I asked, planning.

"Why? I'm not leaving you out there unprotected." Steve said.

"If I can get them to all shoot at me at once, I can gather their energy from their weapons and fire it back at them. All their weapons are capable of disintegration, if I strike them with one giant shock of energy they'll drop out like flies." I explained.

"No, it's too risky. We take them as a team." he demanded as the Chitauri began their first round of firing. The alien in front of me fired three times, the first shot barely missing my ear and the other two headed straight towards my gut. Steve jumped in front with his shield and they hardly shook him. I ripped the gun from it's hand with my powers and fired it at it's head, sending it down for the count. One down, a million to go! Clint was firing like crazy and Natasha was at his back shooting as well. We were hopelessly outnumbered and we all knew it. Steve was on top of a flipped taxi smashing any Chitauri that dared come near him and I was mindlessly shooting at any alien thing that moved. In a moment of weakness I let one of them run past me and it jumped me from behind. Smashing me into the ground it almost ran me through with a spear-like weapon when I turned on my back and grabbed for it's heart. Unlike a human, it's heart wasn't in it's chest, it sat near the back of it's throat. I felt it beating, pumping and shot it out the back of it's neck. It shrieked and fell on top of me. It's blood was black and smelt rotten. I pushed it off me and began to join my group again. I pulled out my stolen Chitauri gun and began to fire like crazy, but not at the aliens, into the sky rather. Harvesting the energy balls it shot, I bundled them up above my head. It was an amazing sight if I do say so myself. As I was about to drop the bomb on the back row of advancing Chitauri, when there was a loud thunderous boom and lighting struck from the sky taking all of them down in one shot. I dispersed my ball as Thor landed on the ground with a thump.

"Thank's for stealing my thunder." I said ironically.

"Glad to see you're entertaining yourself." Clint brushed off the dust from his clothes, waltzing over.

"What's the news upstairs?" Steve walked over.

"The cube is surrounded by an impenetrable force field." Thor replied.

"Thor's right, you've gotta take care of these guys." Stark said flying around.

"So how do we do this?" Natasha asked.

"As a team." Cap instructed.

"I have unfinished business with Loki." Thor protested.

"Get in line!" Clint scoffed cleaning his arrows.

"Save it. Loki's gonna keep this fight focused on us and that's what we need. Without us these things would run wild. We've got Stark up top—," he said as there was a pathetic whirring of an engine behind us. There rolled up, Banner, on a rundown motorcycle. He leant it up against a smoking car and padded along towards us.

"So... this all seems horrible." he sniggered stupidly.

"I've seen worse." Natasha greeted, eying him up and down.

"Sorry."

"No, we could use a little worse." she smiled weakly.

"Stark, we got him." Steve said.

"Banner?"

"Just like you said."

"Tell him to suit up. I'm bringing the party to you." he said and then there was a loud roar. It was close and I realized I couldn't see the Leviathan flying about the city anywhere. Stark... was bringing the 'party'. From around the corner came a speeding Stark, tiny in comparison to the monstrous Leviathan floating behind him. It howled and chased him and we all suddenly got a sinking feeling in our gut.

"I don't see how that's a party..." Natasha said flatly. It smashed cars along the ground as it neared street level and Banner turned and began to walk towards it.

"Dr. Banner," Steve stopped him, "Now might be a really good time to get angry."

"That's my secret Cap." the Leviathan was about a hundred meters away now, "I'm always angry." he growled turning back to face the Leviathan turning green and large as he went. He singularly punched it in the forehead and it began to scrape and halt, flipping over itself.

"Hold on!" Tony yelled and shot two small missiles at it. It slowed further and exploded over the top of our heads, Steve covering bother Natasha and I with his shield. The Chitauri were in uproar, from the buildings that lined us in, they shouted. Stark came to land and Banner (Now the Hulk) joined us. We all stood up and formed a circle. Back to back facing the aliens ready to take on anything. Natasha reloaded her gun, Clint loaded his bow, Stark aimed his repulsers, the Hulk flexed his muscles, Thor swung his hammer in his hand and Steve held his shield at the ready. I stood in the circle next to Steve and Natasha and pulled out my stolen Chitauri knife. It glowed immensely and stared out into the distance, the Avengers and their trainee. We had taken out their biggest asset and I couldn't help but feel pride and even success. We might actually win this war.

Then from the sky a wave of shouting came and another Leviathan came through. Then another and another. Soon there was at least six roaming about and I had to think twice. Maybe it wasn't over. Just... maybe.


	18. No One Really Dies

Hey everyone. I've decided that there's one more chapter left after this. Thanks to everyone who has read so valiantly and stuck with me this entire time. I hope you've enjoyed reading as much as I have writing. Songs for this chapter are... : 'I'm Just the Messenger' by Steve Jablonsky (Transformers: Dark of the Moon (The Score), 'One Way Trip' by Alan Silvestri (The Avengers) and Finally 'Born in Darkness' by Hans Zimmer (The Dark Knight Rises (Original Motion Picture Soundtrack).

ENJOY!

* * *

**Chapter Seventeen**

"Call it Captain." Stark said as we all peered into the sky.

"Okay, listen up. Until we can close that portal, the priority is containment. Barton I want you on that roof call out patterns and strays. Stark you've got the perimeter, anything gets past three blocks out you turn it back or you turn it to ash."

"Give me a lift?" Clint asked turning to Stark.

"Sure, better clench up Legolas."

"Thor, you've gotta bottle neck that portal slow em' down. You've got the lightning, light the bastards up." Thor flew off with his hammer in front, "Panic, see if you can hijack another machine and get your way up to the tower. I don't know if you can use your abilities to shut it off. The two of us will stay on the ground. And Hulk... smash." the Hulk leapt off the ground and began to do his job, perfectly.

"You don't suppose you lure one over here for me?" I asked Stark.

"Sure, one stray coming your way." he replied and sure enough he chased a lone Chitauri my direction. I got grip of the machine and stopped it as it flew over my head, chucking the pilot over the front and straight into Widow's line of fire. I hovered it closer and gently placed it on the ground. Rushing onto it to make up for lost time I placed my hand on it and unscrambled it faster than before jumping to controls and preparing to fly off in it.

"Emily, wait." The Cap called to me, "Please be careful. If there's any sight of Loki, stay away from him. I don't want you to make yourself a target."

"When will you learn. We're all targets."

I shot off and blasted a few Chitauri in my disguise as I went, Barton was careful not to shoot me down. As I neared the tower there was a loud shooting noise behind me. I turned around to see Loki on his own machine firing straight for me.

"Barton a little help please. I can't shake him." I said, unable to take my focus off flying.

"I got him." he said taking the shot. It zoomed through the air, but Loki caught it at the last second. Smug he stared back at me, not realizing that it wasn't any ordinary arrow. Exploding, his machine and mine were destroyed and we fell to the landing on Stark's tower.

With a heavy groan I stood back up and Loki the same. He chuckled when our eyes met.

"Why do you side with such primitives?" he taunted.

"I could ask you the same."

"I hope you're not taking my recent actions too harshly. I send my regards."

"You don't get to talk about Phil." I whipped quickly, shutting him up.

"Emily. Stop. Leave Loki alone. Hulk's heading in your direction, he'll take care of it." Steve said in my earpiece.

"Still taking orders from the soldier I see. Maybe you're not as great as I thought you were."

"I don't take orders from anyone." I ripped the earpiece out and trod on it.

"Good choice."

"I understand why you did it. I worked out your entire plan, you did what you wish you were able to do. You took your anger out on someone else."

"What are you insinuating?"

"You know very well what. You killed my brother because no matter how much you convince yourself you hate yours, neither of us could take ours down on our own. You thought it would make me better, stronger. Am I right?" we circled.

"Captain Rogers doesn't give you enough credit. You live up to your powers. How did you work me out?" he tone changed, he was harsher.

"It wasn't hard. I hate you, but we are very much alike. I suppose it helps me work out your plan."

"I wouldn't be so sure you have me all worked out."

"Oh believe me I don't. I still can't wrap my head around the fact that you broke a promise. I thought you Gods were all about honor and sacrifice. Obviously not."

"What promise did I break?" he turned his head in fascination.

"We had a deal. That you would not hurt my brother, I think murdering someone counts as hurting them." I raised my voice ever so slightly.

"My dear, that was not your wording. You said not to lay a finger on him and I didn't. My fingers did not touch him, merely my scepter did the unspeakable task. You must be careful what you wish for." an maniacal smile formed in the corners of his lips and he began to plod inside. I tried to ignore him, he was attempting to anger me to the point of lashing out. If I was uncontrolled he would have the advantage. But it would have been so easy, to kill him right then and there, but reminding myself that there were larger things in store for him held me in my place.

"I used to think my abilities were controlled by panic and fear. I know a lot differently now. Anger. That's the key isn't it. Anger, hate, revenge. As much as it pains me to say so, with Phil gone I don't care about limits or boundaries. His opinion doesn't hold me down anymore." I started, in the distance I could hear Hulk nearing, I only had a few minutes left to talk to him before things got really nasty, "But it was never your choice to make. You never needed to make me stronger."

"You miss the fun in it all."

"Maybe so. I hope you realize in time what a tremendous mistake it was." I said as the Hulk came smashing through the window and landed right behind me, "A tremendously, stupid, foolish, rookie mistake."

Hulk went to advance when Loki shouted, "Enough! You are, all of you, beneath me. I am a God you dull creature. And I will not be bullied by —," he demanded as he was grabbed by the ankle. Hulk smashed him side to side like a rag doll and I couldn't help but laugh, it was a truly ridiculous spectacle. Rubble flew everywhere and Loki screamed like a little girl. Finally with one large smash Hulk left him in his own deep imprint in the ground.

"Puny God." he scoffed and jumped from the building. I paced closer to Loki and his beady eyes followed me slowly.

"I'm not going to kill you. I've got something much better in store for you." I neared. Suddenly out of nowhere a masked man jumped from behind one of the buildings pillars and injected something into Loki's neck. Instantly Loki's eyes fluttered shut and I feel his heart rate drop, while simultaneously the mystery man's heightened.

"What did you do?" I screamed sending him into the wall behind him.

"I mean you no harm." he coughed out, "I'm here to help you."

"By what? Killing the man I have to capture alive." I said uneasy. I was unsure who this man wanted, but it couldn't be good, "Who are you?"

"An ally. I'm here to help you get your revenge on Loki Laufeyson for the murder of your brother, Phillip Coulson." he said, I dropped him and he stumbled nearer.

"Show me your face." I stared at his mask, a plain back mask that covered all but his eyes and mouth.

"My identity is not important. All you need to know is that we have to get this Loki out of here before the rest of your team comes."

"This Loki?" I questioned, "What do you mean, this Loki?"

"I am special like you. I have a plan. I have been watching for quite some time now. Looking out for you until I could show myself to you. I know your plan to murder his brother in front of him and I also know that that plan is doomed to fail."

"How do you know that!" I jumped at him, "I haven't even spoken my plans aloud."

"But you thought them. I told you, I'm special. But thats not the point, if you take Thor out the Avengers will turn on you. Even if you make away with Loki they will come looking for you. But if they think they have him, and if they think—," he paused and looked unsure, "I know you don't know who I am. But can you trust me to help you get your revenge?"

"That's what he said before killing my brother. To put my trust in a stranger."

"We've met before, a while ago. I'm not a complete stranger, but I understand it's a lot to ask. You're my only hope in finding someone though."

"Finding who?"

"...Your mother, Dakota Arbor." he had my attention now.

"Go on..."

"I have a better plan. We take Loki away from here and I can control him, stop him from going anywhere, from escaping. The Avengers will think that they have won and take him back to Asgard, but it will give us enough time to be long gone. You can not kill Thor, but working with me I can assure you, Loki's pain can be much worse. All you have to do is one thing."

"What's that?"

"You have to die." he stated, "Well fake your death at least."

"Why is that necessary?"

"Because, I have the ability to push thoughts into people's heads. If you go out in the open with Loki, kidnapping him and what-not, it'll only be a matter of time before they track you down and lock you away as well. Once Thor attempts to take him back to Asgard and reaches his destination, my powers will stop working on him and he will realize that it was a rouse. But if they all think you are dead, how can they possibly think that you are behind it?" he bent down over Loki, "I can teach you, how to control your mind and control your powers. And I need you to help me free your mother."

"What if I say no?" I asked cautiously.

"Then I'll make you."

"Nice to see you have high moral standards."

"So will you join me?" he stood again and raised his hand towards me.

"Only if I know who my masked friend is." I bargained. He nodded and reached behind, untying his mask. I stumbled backwards once I saw his face, he was correct, I had met him before. Actually I killed him before. In front of me stood someone I never could have possibly imagined was alive; it was Stanley Witmore!

"Stanley Witmore? I saw you die, I saw Hawkeye shoot you through the skull. I shot you too. How are you alive?" I stuttered in confusion.

"You saw what I wanted you to see. I've tried contacting you before, but you've been blocking me."

"How so?"

"Many times. Birds gotta learn to fall before they fly? That was me. I managed to pull you out of the security system that time before someone came around the corner and caught you. I made you believe you were in the gym with someone the first time you attempted to train yourself. I've even tried reaching you in your dreams, through formula's and through familiar faces like that Georgio fellow."

"Why am I so important?"

"I can't explain it all here now, but I promise you'll understand everything in time. I promise." his hand was still outstretched. I looked at it and back up at his face. He was stern and serious, but there was a glint in them that allowed me to trust him. I could see myself staring back at me. The determination, the loss, the uncertainty.

"We have a deal." I shook his hand, "So how do we do this?"

"Just act like normal. At the right moment I'll contact you and then we'll have to disappear." he lifted Loki over his shoulder, "Help your team members close the portal and stop the Chitauri. Also I'm pretty sure that there's a missile coming your way." as he spoke I saw a fake Loki materialize in the dent that the real Loki had made in the ground. With a silent nod he was gone.

I ran up the top landing to find Natasha speaking to who I believed was Erik Selvig.

"Loki's scepter?" Natasha asked.

"It may be able to close the portal and I'm looking right at it." he replied.

"Actually..." I interrupted, flying the scepter from the landing up into my hand, "It's right over here."

"You, Emily are in deep trouble with the Cap!" Natasha pointed and shook her head at me. I suppose trainee's still got scolding, "Get your butt down there and tell him the situation up here." she pulled the scepter from my hands. Who did she think she was, my mother!

"Fine and you can all thank me later for stalling Loki. He's pretty much immobile thanks to the Hulk."

"Move it!" she sent me away.

I surveyed the air and saw Stark coming around the corner. I didn't have a flier anymore, but if caught his attention I could definitely hitch a ride back down to help out Steve. I timed it perfectly and jumped from the ledge of his building directly past his line of sight. He flipped underneath himself and grabbed me by the waist. I pulled out my gun and helped by shooting off two trailing Chitauri behind us.

"Are you insane?" he yelled through his mask.

"I needed a ride." I disregarded the fact I just jumped off a building on a whim, "Can you get me down to the Cap. Widow's found a way to shut off the machine."

"Why didn't you just page him?" he said dodging an on coming Leviathan.

"I sorta smashed my headset because he got annoying."

"Nice work..." he said sarcastically, obviously unimpressed, "Here's your stop. I'm going to drop you on your feet and take out that Leviathan." he let go and I landed side by side Steve. He stared at me in shock for a second as Thor electrocuted another bunch a Chitauri.

"Don't ever do that again!" Steve held my face and pulled me closer. Our lips met and I froze every Chitauri around us, in sheer shock. I could hear Thor smashing them, but it didn't matter. My hands reached up to Steve's face and I wrapped my fingers in his hair. It didn't matter that there was a war going on around us, nothing mattered. I could hear his heart beating and mine beating in time with his. With a gentle release, our eyes met so carefully. 'How could I ever do anything to wrong this man?' I thought. I could feel his passion, his love for me as he let his hands slide down my shoulders and reach back up to caress my face. How could I leave him, let him think that I was dead? How could I be so selfish? We pulled away and we returned back to the war, an unspoken bond between us. There were more and more Chitauri oncoming us every second. Like a tidal wave but made of aliens. Steve fought them off with his strength and shield, Thor bowled them down with heavy blows from his hammer and I reflected their shots back at them while attempting to hold the strays off with my stolen knife. Suddenly while back to back with Steve, a Chitauri fired two blows at his stomach, taking him down behind me. With a swift turn I ripped it's heart out it's neck and crouched down to see how Steve was. He coughed a little as Thor stepped over and held out a hand. He swayed to his feet but shook it off, more determined than ever.

"You ready for another round?" he asked.

"What? You getting sleepy?" Steve smartly replied, he was fine.

"I can close it. I can shut the portal down. Can anybody read me?" Widow came over Steve's headset.

"I read you, do it!" Steve commanded.

"No wait." Stark interrupted.

"Stark, these things are still coming!"

"I've got a nucke coming in, it's going to blow in less than a minute..." he paused as he caught up to it, "And I know just where to put it."

"Stark, you know that's a one way trip."

"Save the rest for the team, okay?" Stark said. He shot over the top of us with the missile above his head, just as Stanley predicted. Faster and faster he climbed through the air, until suddenly he was gone; disappeared through the portal.

"Emily!" I heard Stanley's voice through my head, "The Chitauri's mother ship will explode and they will all die, I can feel the fear the aliens have, they know it's going to wipe them all out. Just get out of their line of sight for a minute and I'll take care of the rest. I'll give you the signal in a minute or so."

Still glaring into the sky, we waited for Stark to emerge. There was an explosion and the Chitauri around us began to fall over and die. Waiting... Stark didn't come back out.

"Close it." Steve said forcefully, we couldn't wait any longer. The portal began to shut and I had a sinking feeling in my gut. All of a sudden, when our hope was almost gone, Stark slipped through a keyhole in the portal.

"Son of a guy!" Steve shook his head in disbelief. It was only when we realized that he wasn't flying away that there was danger still ahead.

"He's not stopping!" Thor declared, swinging his hammer ready to take off and catch Stark if he had too, but he wasn't the only one with the same plans. Out of nowhere the Hulk jumped through the air and caught Tony, fumbling down to where we were.

"Break away from them now!" Stanley commanded as Steve and Thor took off ahead of me.

"Emily, come on." Steve beckoned.

"One sec, I just want to check these things are properly dead." I lied.

"Be quick. He might need your help, I've seen you read a few medical text books before." he panted lightly. Once Steve was out of sight, Stanley stepped from the shadows.

"Take my hand, I need to conceal us from them." I did as he asked and we walked hand in hand, near where the rest of the team was assembled. The Hulk roared loudly over Stark's face and Stark opened his eyes quick smart, almost jumping out of his suit.

"What the hell?" he panted, the rest of us smirked in amazement, "What just happened? Please tell me nobody kissed me."

Steve stood up an breathed heavily, "We won."

Stanley and I were almost in the middle of them and they didn't notice us. Then I saw myself, running through the clearing and a lone Chitauri weakly stand to his feet.

"He's alive!" my decoy shouted in happiness.

"Emily look out!" Steve yelled as the Chitauri raised his sword and ran my projection through the middle. She stood there staring out in disbelief. Hulk froze, Thor froze, Stark (who had sat up) was frozen and Steve's mouth opened wide in a scream.

"NOOOOOOoooooo!" his shout echoed so loudly, it resembled my own when I lost Phil. Thor threw his hammer to take out the fake Chitauri and it fell to the ground. The four of them ran, Steve ahead by miles as my fake body toppled over into the ground. Steve's arm's caught me moments before I landed and he brushed the stray hairs from my face. I could see his own from where I stood and I couldn't bare it.

"I can't let him think this. It's too cruel. I can't torture him like this."

"You can't break the hold. It'll be more damaging to their minds. If you break the illusion you could end up killing each and every one of them. You've made your decision." Stanley pulled me back. I silently cursed him, how did I skim over the detail where I left all the people I cared about. How did that major fact miss me. It was a simple answer, it was because I was blinded by hatred.

Everything was silent, as Steve had me cradled in his arms.

"Stark do something!" he demanded.

"I can't fix this..." Tony said softly, "There's nothing I can do."

"Is there anything you want to say to him. A goodbye?" Stanley asked me, I nodded grimly and walked over behind him.

"I'm so sorry Steve." I said, my copy said the same, "I never meant for it to be this way. To give you everything and take it way. I'm so sorry." I repeated.

"It's not your fault." his hands were shaky and bloody from the hole in my gut.

"I know you don't understand, but this is the only way. This is the only way I can leave you. So that you can remember me as a hero, rather than what I'll become."

"You'll always be a hero to me." his voice was like a dagger through my heart. My fake began to tear up and I realized so had I. I reached out to touch his hair, to touch his face one last time, as did my dummy.

"Steve I can't be the hero this time. But I want you to know that I will always care about you. That I will always..._ love you_." I placed my hand on his face and felt him grasp it. So gentle and soft, so worn away. I had never told him that I loved him, I had never told anyone else besides Phil.

"Do me a favour." I placed my hands through his hair and kneeled down, wiping the tears from his eyes as I went.

"Anything."

"Give Phil a funeral. I don't want him to be forgotten."

"Of course." he whispered desperately. I began to walk away from him, I didn't want to see his face anymore, but I needed to tell him I loved him one more time.

"Goodbye." I kissed him on the forehead. Then I my projection's eyes went still, lifeless and I felt like the worst person in the world.

"Come now Emily, you don't want to stick around anymore, it's too painful. You weren't even supposed to see this." Stanley placed his free hand on my shoulder.

Steve wept so loudly and the rest of the team couldn't help but look on in grief and try to hide their own tears. Loki was not the bad guy today. I was and I could see it evidently across all of their faces. Even the Hulk looked saddened and I didn't even know the muscles in his face changed from his angry state.

"Panic is down..." Stark said into his mic.

"Will she be alright?" Barton said back.

"I don't think so, urh." he cleared his throat, "She's...she's... Emily's dead." Stark barely managed to say. There was silence on the other end of the earpiece.

"No..." Natasha whispered.

"Thor, Hulk and I will be up to take care of Loki. Roger's is going to need some time alone."

"Emily come on." Stanley pulled me away, "We need to go."

"Can you sustain the illusion without holding my hand now?" I asked.

"Yes, the emotions are intense, but there is nothing more deadly than hope. They know you're dead. There is no looking forward. You can let go and it won't hurt them."

"I want to go to the funeral." I cut him off.

"But you ca—," Stanley tried to protest.

"Trap Loki in his own mind. Make him believe he is in his childhood. I will find you, but I have to do this. I have to go to Phil's funeral. I can't miss it. I have to say goodbye."

"Be safe and be careful." Stanley warned me, not arguing because he could see how important it was to me.

"I will."


	19. The Funeral

Songs for this chapter are: 'Elegy' by Brian Tyler (Battle: Los Angeles (Original Motion Picture Soundtrack) and "…I'll Find My Own Way" by Harry Gregson-Williams (X-Men Origins: Wolverine (Original Motion Picture Soundtrack)

* * *

**Chapter Eighteen**

Ironically it was raining, although someone had already anticipated the weather and the space was covered in a large gazebo. On a podium raised above there was a spot for two caskets, though the funeral cars had not pulled up. I had kept an eye on the rest of the team and they had decided to commemorate both Phil's and my own deaths. It had been three days since the Avengers had beaten Loki and in that time, under Stanley's advice I had changed my identity. I had dyed my hair brown and bought brown contact lenses to aid me in this, I could barely recognize myself now. I stood, drenched in the rain in a black dress and coat, with a wide brimmed hat and glasses.

People from everywhere poured in receiving a pamphlet with Phil's and my own faces on it. I wish they had have just given Phil a funeral like I asked, I felt terribly guilty about my surroundings. None of my team members had arrived, though I noticed a slightly familiar face in the front row. Her name was Louise Tessa, and as my research concluded, she was the cellist that Stark said was in a relationship with Phil.

I did not sit down on the provided seats, and let every other visitor place themselves before me.

Then I could hear it, from around the corner, inside on of the cars. It was Steve's breathing, his sharp and pained breath. They were bringing the caskets. I planted my seat firmly on the ground and forced myself not to run away, I had to face this. Stark thought that I was unable to let go and in some respects I couldn't. But in this way I could get a small amount of closure. I could say goodbye one last time. I could bury my brother and know that he was at least in peace. But that was easier said then done. Stark had hit the nail on the head on one thing though. I didn't seem phased by Phil's death because I was using all the energy and courage in me not to break down, not to loose it. I had to focus on avenging him, because if I acknowledged for one second that he wasn't alive it would be true. I would loose him forever. That's why the funeral was so important. I had to face this, I had to deal with the fact that my brother was dead, as a result of my actions. While I did not stab him myself my hands played a major role in his death...Death.

It was such an odd concept. To everyone you care about you could be gone from their lives, but somehow still alive. I didn't mean that about my situation. Seeing everyone that had shown up to say goodbye to Phil and his little sister was eye-opening. People I had only met once spoke so fondly of the stories they heard of my adventures. They laughed through tears and tried to do what I was coming to terms with. To come to terms that one of the best agents that ever lived was dead and that I might as well be dead anyway. I was no longer a good guy, I was a villain. For all they knew, the Emily Coulson that once existed perished the same day Phil did. I was not proud of myself, but it was a necessary evil in order to stop Loki.

The door to the car opened and out stepped the heavy couples of feet. Starks step had the spruce taken from it, Banner dragged his feet move than usual, Thor's boots didn't rattle when he walked. The doors slammed shut and there was a sound of the car window smashing. I whipped my head around to see Steve hunched angrily over the car door he had just broken, his knuckles slightly bloody. Again it would have been just so easy to tear away my hat, glasses and contacts and stare him in the eye with our very glare we had invented, assure him everything was fine and it was all one seriously messed up prank. Oh how simple the concept seemed, to right my wrongs.

"Hey. It's going to be alright." Natasha walked up behind him and placed a comforting hand on his shoulder, "Just try to take it easy."

The six avengers walked around to the back of the car and began to pull out the two caskets inside. It was slow and agonizing as they all tried not to think about who was in the cases. Their faces, even from afar were so steely, so upsetting that their presence shook my core. I never realized they cared this much, never in the slightest. I thought they rode of Phil as just another agent and me as the dumb ass rookie. But those faces... those faces exclaimed otherwise!

The caskets were lifted onto their shoulders; Steve, Tony, Thor and Banner took mine and Fury, Maria Hill, Clint and Natasha took Phil's. The procession song began and there was a long solemn procession. Steve had begun to loose it a little, I could see tears swell up in in his eyes. The coffins were placed next to two frames of our faces. The coffins had looked so heavy, but only one of them truly was. Once placed they opened the lids and inside sat the lifeless bodies. I had to look away to get composure of myself.

There were cards, sitting in Phil's blazer pocket, his Captain America cards and they were signed.

"I think I speak on behalf of all of us when I say that Emily and Phil were the most caring loving brother and sister duo we had the privilege of knowing. While this funeral is for both of them, they both deserve their own separate eulogies," Fury's voice echoes out over the silent crowd. "I'm not usually someone lost for words but finding the right way to sum up Phil Coulson in a three minute speech was not a task for a mere mortal like myself.

He wasn't what you would call a hero. I thought I'd been blessed to meet such people that were worthy of that title, but I was wrong. Phil wasn't muscular, nor was he a weakling. He wasn't a genius worthy of a nobel prize, but he was no dunce. He was regular in most ways, but there was one trait that I had always found admirable of him; his outstanding conviction. His balls, have you.

He was the type of person that could stand up to the biggest bully, the mightiest enemy and walk away with only a tarnish to his uniform. He was just the guy that got things done, but did them the right, fair way. He changed my definition of a true hero. You don't have to have to be super human to inspire people.

In my line of work I've come to see a lot of crazy things and it takes a bucket load of weird to get me to blink my one working eye. It was on constant twitch every time he opened his mouth. From his commitment to work, to his undying love and care for his little sister, he persisted in being his best at everything he did. I said it once before and I'll say it again, when the medical team called it was like I'd lost my one good eye. My best agent. A best friend.

I am glad in some ways that he isn't around, because despite all his good intentions if had had seen the mess that took place three days ago, if he had lost his sister, this would be terribly unbearable for him. It's not a wish, I in no means enjoy the reason we're all gathered here today. Maybe we can take some comfort in the fact that they'll be together once more and no longer have to spend their days worrying about the other and trying to keep each other out of danger and harm's way.

So we'll fight the fights that come in the future and we'll stop the evils that try to get in our way because of the Coulsons. Because of their sacrifice. Because they are the people that we fight to protect, they are what we fight to stop from happening. We will persist until there in no energy left in our souls so that we never have to say another retched goodbye. They are the reason that we can fight. And we will never forget their sacrifice. Thank-you." Fury stepped down from the microphone and went back to his seat. Steve half went to stand but shook his head. Stark took the pieces of paper from his hand and took his place instead. I began to walk away, it would be lies. All of it or it would simply hurt too much to hear them speak about me in this way.

"Is it not worth a small portion of your day to stop and listen." Stark attacked over the microphone, I knew it must have been to me, I was the only person moving. With a slow turn I tried to avoid eye contact. I was tearing up and my contacts were coming loose. He met my gaze and stopped. With an odd glare he put the notes down and started to walk near me. I panicked, he must have recognised me. I sprinted off until I was well out of distance, even then I kept up a steady pace. It wasn't until I stumbled across an older section of the graveyard that I realized where I was. My father's grave sat chipped and overgrown with weeds. I got down on my knees and began to tear away the weeds, I didn't care if my hands got dirty. I sat, in the mud, in the cold freezing rain crying. I had pulled my contacts out and I could just cry freely. I hadn't visited my dad's grave since the day of his funeral. I was a teenager and I remembered cursing him so badly for leaving the family. Shortly after Dad died my other mother left Phil and I. I wished so deeply that he would come sweep me off my feet and take me to live with him while he was on missions, to get away from the hell that was my life.

"Steve Rogers had a speech prepared, but urgh," Stark cleared his voice in the distance, "Clearly it's just a bit to hard to bring the words to life. Let's see what we've got here. Okay...

Emily, or Em she told me to call her was incredibly unique, in fact the most unique girl I've ever met. She over thought and reacted in every situation, she was social awkward in her own way, she demanded respect from everyone and worked hard to earn her share and it's because of these few traits that she captured my heart.

In her own way she could make any situation brighter, she could smile and everything would suddenly seem better. She wasn't a girl self-obsessed about her looks, she never got dressed up the entire time I knew her, she just plaited her hair everywhere she went and got on with things.

But she was pigheaded. She thought she could take on the world. She could be so strong willed and have her head stuck on a plan, she could be determined and it wouldn't be smart to cross her. She had this fire in her soul that never went out, a fire that put itself out. The countless times I sat around when she ran off on her own, hoping, praying, that it wouldn't be the last time I saw her face.

I didn't know her for long, we'd barely known each other for a solid month but I knew she was someone special, someone worth fighting to be with, worth fighting for. Because when I reached her side and we fought together it was a force that couldn't be beat.

When she lost her brother she confided in me and I knew right then and there that she was the one, the one for me. I didn't feel like I was out of date in this time. I didn't feel alone. I felt like she understood me, like she was my equal. But the night when she cried, when she opened up to me I saw just how fragile each and every person could be. I'd seen myself in her, I'd seen my experiences come to face me again, I knew how to help her. She made me realize that the new world wasn't so scary as it appeared and if you had a friend to guide you everything could be alright.

I'm not sure how things will work themselves out now. I can't be certain of anything. But I'll try to get through the days without my tour guide by looking at a map. I'll try to fight the good fight in her name.

She had only just begun to show the world what she was made of, but now the world will know her name and her brother's. The heroes that saved us, that saved us all from destruction and even from ourselves." Stark finished.

I had my back against the gravestone when two feet appeared in front of me, staring up with red eyes Stanley tried to reassuringly grin.

"Come on. Let's get you out of here." he helped me up. I wiped the tears away and exhaled.

"This is it." I proclaimed, "I leave it all behind now."

"Yeah." Stanley said simply. He knew exactly that I wasn't in a deep conversational mood, "Things will be easier like this. It helps them move on. In time, as hard as it seems, you'll forget. Despite what they say they'll strive on their own too as well."

"So I'm stuck with you."

"Guess so."

"To a secluded friendship built on mutual interest!" he slung his arm dopily over my shoulder.

"To friendship! May it be as bitter and revengeful as need be!" I slung mine too. It was awkward and uncomfortable, but it seemed to make him happy and if I could make one person happy today then my work was done.

The sun had begun to set behind us and all was peaceful again. The Avengers and S.H.I.E.L.D were in my past now. I had a bright future to look forward to, a different and un-foretold future. What ever was coming my way I was ready to take head on. To attack my problems like Phil... with his conviction and certainty. My revenge was not for him, that I had concluded. The revenge I sought was for me. It wasn't to prove myself to everyone, it was simply to say that I was not to be messed with; that I would never let people walk over me again. That I was strong.

My name is Emily Arbor Coulson. I'm a genetically engineered genius by birth. I'm not the good guy in this story, I never was. I'm the hero forced down the villains path. I know what I've done wrong and I'm going to fix it, by any means necessary.

_The End_


	20. Sequel?

Hey everyone, so it's over... or at least Panic is. I think I've thanked everyone over a million times in the past couple of chapters but that's only because words can not describe how very grateful I am.

But you guys aren't reading this as a sentimental ending summary or whatever. I know you well, you want me to answer the big question on all of your lips. _Will there be a sequel?_ And much to your delight (and mine), YES THERE WILL BE! I love Emily a little too much to let her go like this. Right now I'm in the works of devising a sequel action plan but I have written the introduction which I will upload directly after this.

Based a month after D-day, The Avengers are out for Loki once they realise that never really captured him. But little do they know what lurks around the corner. Panic is no more and _Unfaze_ stalks the night. Emily Coulson is not the same innocent twenty year old that Steve Rogers fell in love with, in fact her love for him just about whithered. Stanley Witmore withholds a dark secret and there is more than meets the eye. What is his connection with Dakota Arbor and why is S.H.I.E.L.D (surprisingly) caught up in the middle of a battle between the minds.

And lastly, will beauty and the beast syndrome hit the most unsuspecting pair? The only question left to ask is... who's the beast?

Remake Me: The sequel to Panic by Jaiime95


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